<PAGE>

                                                                     EXHIBIT 4.1

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                      DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
                                     Seller



                     DEUTSCHE FINANCIAL SERVICES CORPORATION
                                    Servicer



                                       and



                            THE CHASE MANHATTAN BANK


                                     Trustee



             Distribution Financial Services Floorplan Master Trust


                              AMENDED AND RESTATED
                         POOLING AND SERVICING AGREEMENT



                            Dated as of April 1, 2000

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                                TABLE OF CONTENTS

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                                    ARTICLE I
                                   Definitions

SECTION 1.1.   Definitions.....................................................1
SECTION 1.2.   Other Definitional Provisions..................................27
SECTION 1.3.   Provisions Relating to Rating Agencies.........................27

                                   ARTICLE II
                            Conveyance of Receivables

SECTION 2.1.   Conveyance of Receivables......................................28
SECTION 2.2.   Acceptance by Trustee..........................................30
SECTION 2.3.   Representations and Warranties of the Seller Relating to the
               Seller and the Agreement.......................................30
SECTION 2.4.   Representations and Warranties of the Seller Relating to the
               Receivables....................................................33
SECTION 2.5.   Addition of Accounts...........................................35
SECTION 2.6.   Covenants of the Seller........................................38
SECTION 2.7.   Removal of Eligible Accounts...................................40
SECTION 2.8.   Removal of Ineligible Accounts.................................42
SECTION 2.9.   Sale of Ineligible Receivables.................................43
SECTION 2.10.  Removal of Receivables in Connection with Overconcentration
               Amount.........................................................43

                                   ARTICLE III
                   Administration and Servicing of Receivables

SECTION 3.1.   Acceptance of Appointment and Other Matters Relating to the
               Servicer.......................................................44
SECTION 3.2.   Servicing Compensation.........................................45
SECTION 3.3.   Representations, Warranties and Covenants of the Servicer......46
SECTION 3.4.   Reports and Records for the Trustee............................49
SECTION 3.5.   Annual Servicer's Certificate and Assertion....................49
SECTION 3.6.   Annual Independent Public Accountants' Attestation and Agreed
               Upon Procedures Report.........................................50
SECTION 3.7.   Tax Treatment..................................................50
SECTION 3.8.   Notices to DFS.................................................51
SECTION 3.9.   Adjustments....................................................51

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                                   ARTICLE IV
         Rights of Holders and Allocation and Application of Collections

SECTION 4.1.   Rights of Holders..............................................51
SECTION 4.2.   Establishment of the Collection Account........................52
SECTION 4.3.   Allocations and Applications of Collections and Other Funds....53
SECTION 4.4.   Unallocated Principal Collections..............................54

                                    ARTICLE V
                 Distributions and Reports to Certificateholders

                                   ARTICLE VI
                                The Certificates

SECTION 6.1.   The Certificates...............................................55
SECTION 6.2.   Authentication of Certificates.................................56
SECTION 6.3.   New Issuances..................................................56
SECTION 6.4.   Registration of Transfer and Exchange of Certificates..........58
SECTION 6.5.   Mutilated, Destroyed, Lost or Stolen Certificates..............61
SECTION 6.6.   Persons Deemed Owners..........................................61
SECTION 6.7.   Access to List of Registered Certificateholders' Names and
               Addresses......................................................62
SECTION 6.8.   Book-Entry Certificates........................................62
SECTION 6.9.   Notices to Depository..........................................63
SECTION 6.10.  Definitive Certificates........................................63
SECTION 6.11.  Global Certificate; Exchange Date..............................64
SECTION 6.12.  Meetings of Certificateholders.................................65

                                   ARTICLE VII
                      Other Matters Relating to the Seller

SECTION 7.1.   Liability of the Seller........................................68
SECTION 7.2.   Limitation on Liability of the Seller..........................68
SECTION 7.3.   Seller Indemnification of the Trust and the Trustee............68
SECTION 7.4.   Liabilities....................................................69

                                  ARTICLE VIII
                     Other Matters Relating to the Servicer

SECTION 8.1.   Liability of the Servicer......................................69
SECTION 8.2.   Merger or Consolidation of, or Assumption of, the
               Obligations of the Servicer....................................69

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SECTION 8.3.   Limitation on Liability of the Servicer and Others.............70
SECTION 8.4.   Servicer Indemnification of the Trust and the Trustee..........70
SECTION 8.5.   The Servicer Not to Resign.....................................71
SECTION 8.6.   Access to Certain Documentation and Information Regarding the
               Receivables....................................................71
SECTION 8.7.   Delegation of Duties...........................................71
SECTION 8.8.   Examination of Records.........................................71
SECTION 8.9.   Custodial Arrangements.........................................71

                                   ARTICLE IX
                            Early Amortization Events

SECTION 9.1.   Early Amortization Events......................................72
SECTION 9.2.   Additional Rights Upon the Occurrence of Certain Events........74

                                    ARTICLE X
                                Servicer Defaults

SECTION 10.1.  Servicer Defaults..............................................75
SECTION 10.2.  Trustee to Act; Appointment of Successor.......................77

                                   ARTICLE XI
                                   The Trustee

SECTION 11.1.  Duties of Trustee..............................................79
SECTION 11.2.  Certain Matters Affecting the Trustee..........................81
SECTION 11.3.  Trustee Not Liable for Recitals in Certificates................82
SECTION 11.4.  Trustee May Own Certificates...................................83
SECTION 11.5.  The Servicer to Pay Trustee's Fees and Expenses................83
SECTION 11.6.  Eligibility Requirements for Trustee...........................83
SECTION 11.7.  Resignation or Removal of Trustee..............................84
SECTION 11.8.  Successor Trustee..............................................84
SECTION 11.9.  Merger or Consolidation of Trustee.............................84
SECTION 11.10. Appointment of Co-Trustee or Separate Trustee..................85
SECTION 11.11. Tax Returns....................................................86
SECTION 11.12. Trustee May Enforce Claims Without Possession of Certificates..86
SECTION 11.13. Suits for Enforcement..........................................86
SECTION 11.14. Representations and Warranties of Trustee......................87
SECTION 11.15. Maintenance of Office or Agency................................87


                                   ARTICLE XII


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                                   Termination

SECTION 12.1.  Termination of Trust...........................................87
SECTION 12.2.  Final Distribution.............................................87
SECTION 12.3.  Seller's Termination Rights....................................89

                                  ARTICLE XIII
                            Miscellaneous Provisions

SECTION 13.1.  Amendment......................................................89
SECTION 13.2.  Protection of Right, Title and Interest to Trust...............92
SECTION 13.3.  Limitation on Rights of Certificateholders.....................92
SECTION 13.4.  No Petition....................................................93
SECTION 13.5.  GOVERNING LAW..................................................94
SECTION 13.6.  Notices........................................................94
SECTION 13.7.  Severability of Provisions.....................................94
SECTION 13.8.  Assignment.....................................................94
SECTION 13.9.  Certificates Nonassessable and Fully Paid......................94
SECTION 13.10. Further Assurances.............................................95
SECTION 13.11. No Waiver, Cumulative Remedies.................................95
SECTION 13.12. Counterparts...................................................95
SECTION 13.13. Third-Party Beneficiaries......................................95
SECTION 13.14. Actions by Certificateholders..................................95
SECTION 13.15. Rule 144A Information..........................................95
SECTION 13.16. Action by Trustee..............................................96
SECTION 13.17. Merger and Integration.........................................96
SECTION 13.18. Headings.......................................................96
SECTION 13.19. Continued Effectiveness of the Existing Pooling and Servicing
               Agreement......................................................96
SECTION 13.20. Submission to Jurisdiction.....................................96
SECTION 13.21. Actions by Seller on Behalf of Trust...........................97




                                       iv
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                                                                            Page
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EXHIBITS

Exhibit A         [Reserved]

Exhibit B         Form of Assignment of Receivables in Additional Accounts

Exhibit C         Form of Annual Servicer's Certificate

Exhibit D         Form of Legends

Exhibit E         [Reserved]

Exhibit F         Forms of Certificates for European Transfer

Exhibit G         Forms of Opinions of Counsel

Exhibit H         Form of Reassignment of Receivables in Removed Accounts


SCHEDULES

Schedule 1        List of Accounts

Schedule 2        Designation of Collection Account


                                        v
<PAGE>

     AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of April 1,
2000, among DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited
partnership, as Seller, DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada
corporation, as Servicer, and THE CHASE MANHATTAN BANK, a New York banking
corporation, as Trustee.

     WHEREAS, each party hereto executed a Pooling and Servicing Agreement dated
as of December 1, 1993, an amended and restated Pooling and Servicing Agreement
dated as of April 1, 1994, an amendment, dated as of January 24, 1996 to the
Pooling and Servicing Agreement and an amended and restated Pooling and
Servicing Agreement dated as of October 1, 1996 (as so amended and restated, the
"Existing Pooling and Servicing Agreement") and now wishes to amend and restate
the Existing Pooling and Servicing Agreement;

     NOW THEREFORE, in consideration of the mutual agreements herein contained,
each party agrees to amend and restate the Existing Pooling and Servicing
Agreement, for the benefit of the other parties and for the benefit of the
Certificateholders and the other Beneficiaries to the extent provided herein, as
follows:


                                    ARTICLE I

                                   Definitions
                                   -----------

     SECTION 1.1. Definitions. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:

     "Account" shall mean each Initial Account and, from and after the related
Addition Date, each Additional Account. The term "Account" shall not apply to
any Removed Accounts reassigned or assigned to the Seller or the Servicer in
accordance with the terms of this Agreement.

     "Accounts Receivable" shall mean, with respect to any Dealer, all amounts
shown on such Dealer's records as amounts payable by a customer in respect of
goods or services sold by such Dealer to such customer.

     "Accounts Receivable Business" shall mean the extensions of credit made by
DFS or an Approved Affiliate to Dealers in order to finance the Accounts
Receivable of such Dealers.

     "Accounts Receivable Financing Agreement" shall mean an accounts receivable
financing agreement entered into by DFS or an Approved Affiliate with a Dealer
in connection with the Accounts Receivable Business with such Dealer.



                                        1
<PAGE>

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

     "Addition Date" shall have the meaning specified in Section 2.5(c).

     "Addition Notice" shall have the meaning specified in Section 2.5(c).

     "Additional Accounts" shall mean each individual revolving credit
arrangement established by DFS or an Approved Affiliate with a Dealer in
connection with the Floorplan Business, the Accounts Receivable Business, or the
Asset Based Lending Business, which account is designated pursuant to Section
2.5(a) or (b) to be included as an Account and is identified in a computer file
or microfiche or written list delivered to the Trustee by the Seller pursuant to
Sections 2.1 and 2.5(d).

     "Additional Cut-Off Date" shall mean, with respect to Additional Accounts,
the day specified in the Addition Notice delivered with respect to such
Additional Accounts pursuant to Section 2.5(c).

     "Adjustment Payment" shall have the meaning specified in Section 3.9.

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such 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.

     "Agent" shall mean, with respect to any Series, the Person (if any) so
designated in the related Supplement.

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

     "Allocable Miscellaneous Payments" shall mean, with respect to any Series
and for any Collection Period, the product of the amount of Miscellaneous
Payments for such Collection Period and a fraction, the numerator of which is
the Invested Amount for such Series immediately prior to the following
Distribution Date and the denominator of which is the Trust Invested Amount as
of such time.

     "Applicants" shall have the meaning specified in Section 6.7.

     "Appointment Date" shall have the meaning specified in Section 9.2.


                                        2
<PAGE>

     "Approved Affiliate" shall mean any Affiliate of DFS if the Rating Agency
Condition has been satisfied with respect to designating such Affiliate as an
Approved Affiliate.

     "A/R Receivable Overconcentration" on any Determination Date shall mean the
excess, if any, of (a) the aggregate of all amounts of Principal Receivables in
Accounts created pursuant to Accounts Receivable Financing Agreements as of the
last day of the Collection Period immediately preceding such Determination Date
over (b) 20% of the Pool Balance on the last day of such immediately preceding
Collection Period or, if the Rating Agency Condition is satisfied, such larger
percentage of such Pool Balance as is stated in the applicable notice from each
applicable Rating Agency in connection with the satisfaction of such Rating
Agency Condition.

     "A/R Receivables" shall mean Receivables arising from the Accounts
Receivable Business.

     "Asset Based Lending Business" shall mean the extensions of credit made by
DFS or an Approved Affiliate to Dealers in order to provide loans based on the
value of certain assets of such Dealer and generally secured by a first priority
security interest in such assets.

     "Asset Based Lending Financing Agreement" shall mean an asset based lending
financing agreement entered into by DFS or an Approved Affiliate and a Dealer in
connection with the Asset Based Lending Business with such Dealer.

     "Asset Based Receivable Overconcentration" on any Determination Date shall
mean the excess of (a) the aggregate of all amounts of Principal Receivables in
Accounts created pursuant to Asset Based Lending Financing Agreements on the
last day of the Collection Period immediately preceding such Determination Date
over (b) 20% of the Pool Balance on the last day of such immediately preceding
Collection Period or, if the Rating Agency Condition is satisfied, such larger
percentage of such Pool Balance as is stated in the applicable notice from each
applicable Rating Agency in connection with the satisfaction of such Rating
Agency Condition.

     "Asset Based Receivables" shall mean Receivables arising from the Asset
Based Lending Business.

     "Assignment" shall have the meaning specified in Section 2.5(d).

     "Authorized European Newspaper" shall mean a daily newspaper, in the
official language of the country of publication, customarily published at least
once a day for at least five days in each calendar week, and of general
circulation in Luxembourg (or, if not practical in Luxembourg, in Europe)
including, without limitation, the Luxemburger Wort.


                                        3
<PAGE>

     "Authorized Newspaper" shall mean any newspaper or newspapers of general
circulation in New York City customarily published on each Business Day, whether
or not published on Saturdays, Sundays and holidays.

     "Automatic Addition Condition" shall mean, with respect to the addition of
Accounts pursuant to Section 2.5(c), that, as of the related Notice Date, (i)
during the calendar quarter in which such addition occurs, the number of new
Accounts for Dealers that are financing products of the type already being
financed by DFS and purchasing such products from Existing Manufacturers does
not exceed 5% of the number of all Accounts at the end of the preceding calendar
quarter, (ii) during the twelve months ending at the beginning of such calendar
quarter, the number of such new Accounts does not exceed 20% of the number of
all Accounts at the beginning of such twelve month period, (iii) the average for
the three months preceding the month of such addition of the aggregate balance
of Receivables that have been SAU or NSF for more than 30 days does not exceed
1.25% of the Pool Balance at the end of the month preceding the month of such
addition, and (iv) the annualized average for such three month period of the net
losses incurred in respect of the Receivables does not exceed 1.75% of the Pool
Balance at the end of the month preceding the month of such addition. An Account
that is removed from the Trust pursuant to Section 2.7 for the purpose of
permitting DFS or the related Approved Affiliate to convey a Participation
Interest in the receivables arising in such Account and, after such
Participation Interest is created, is designated as an Additional Account
pursuant to Section 2.5 and has an Addition Date that is no more than 45 days
after its Removal Date, shall not be a "new Account" for purposes of this
definition.

     "Beneficiary" shall mean any of the Holders of the Investor Certificates,
any of the Holders of the Dealer Overconcentration Series and any Enhancement
Provider.

     "Benefit Plan" shall have the meaning specified in Section 6.4(c).

     "Book-Entry Certificates" shall mean beneficial interests in the Investor
Certificates, ownership and transfers of which shall be made through book
entries by a Depository as described in Section 6.8.

     "Business Day" shall mean any day other than (a) a Saturday or a Sunday or
(b) another day on which banking institutions in the state in which the
Corporate Trust Office is located are authorized or obligated by law, executive
order or governmental decree to be closed.

     "Cedel" shall mean Centrale de Livraison de Valeurs Mobilieres S.A.

     "Certificate" shall mean any of the Investor Certificates or the Seller's
Certificates.

     "Certificate Owner" shall mean, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of a Book-Entry Certificate.

                                        4
<PAGE>

     "Certificate Rate" shall mean, with respect to any Series or Class, the
interest rate, if any, specified therefor in the related Supplement; provided,
however, that the Dealer Overconcentration Series shall not have a Certificate
Rate.

     "Certificate Register" shall have the meaning specified in Section 6.4.

     "Certificateholder" shall mean an Investor Certificateholder or a Person in
whose name any one of the Seller's Certificates is registered.

     "Certificateholders' Interest" shall have the meaning specified in Section
4.1.

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

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

     "Collateral Security" shall mean, with respect to any Receivable, (i) the
security interest, if any, granted by or on behalf of the related Dealer with
respect thereto, including a first priority perfected security interest in the
related Products, Accounts Receivable or assets, (ii) all other security
interests or liens and property subject thereto from time to time purporting to
secure payment of such Receivable, whether pursuant to the agreement giving rise
to such Receivable or otherwise, together with all financing statements signed
by a Dealer describing any collateral securing such Receivable, (iii) all
guarantees, insurance and other agreements (including Floorplan Agreements and
subordination agreements with other lenders) or arrangements of whatever
character from time to time supporting or securing payment of such Receivable
whether pursuant to the agreement giving rise to such Receivable or otherwise,
and (iv) all Records in respect of such Receivable.

     "Collection Account" shall have the meaning specified in Section 4.2.

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

     "Collections" shall mean, without duplication, all payments by or on behalf
of Dealers received by the Servicer in respect of the Receivables (including
proceeds from the realization upon any Collateral Security), in the form of
cash, checks, wire transfers or any other form of payment. Collections of
Non-Principal Receivables shall include all Recoveries.

     "Common Depositary" shall mean the Person specified as such in the
applicable Supplement, in its capacity as common depositary for the respective
accounts of any Foreign Clearing Agencies.


                                        5
<PAGE>

     "Concentration Limit Percentage" shall have the meaning contemplated by the
definition of Dealer Concentration Limit.

     "Corporate Trust Office" shall mean the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Agreement is located at 450
West 33rd Street, 14th Floor, New York, New York 10001, Attention: Capital
Markets Fiduciary Services, Deutsche Floorplan Receivables.

     "Cut-Off Date" shall mean October 31, 1993.

     "Date of Processing" shall mean, with respect to any transaction, the date
on which such transaction is first recorded on the Servicer's computer file of
accounts (without regard to the effective date of such recordation).

     "Dealer" shall mean a Person engaged generally in the business of
purchasing consumer or commercial products from a manufacturer or distributor
thereof and holding such Products for sale or lease in the ordinary course of
business or a Person engaged generally in the business of manufacturing or
distributing Products for sale to Dealers in the ordinary course of business.

     "Dealer Overconcentration" shall be determined by the Servicer on each
Determination Date. A Dealer Overconcentration shall exist with respect to a
Dealer (an "Overconcentrated Dealer") if the aggregate amount of the Principal
Receivables owed by such Dealer exceeds the applicable Dealer Concentration
Limit. "Dealer Concentration Limit" is a dollar amount calculated as a
percentage of the Pool Balance as of the end of each Collection Period (the
"Concentration Limit Percentage"). If the Dealer is among the fifteen Dealers
owing the largest amount of Principal Receivables as of the end of a Collection
Period (the "Top 15 Dealers"), the Concentration Limit Percentage as of April
20, 2000 is 3%. If the Dealer is not among the Top 15 Dealers, the Concentration
Limit Percentage as of April 20, 2000 is 2%. The Concentration Limit Percentage
for Top 15 Dealers, as well as the Concentration Limit Percentage for the other
Dealers, may be increased or decreased from time to time by the Seller upon
notice to the Trustee and the Servicer without the consent of any Investor
Certificateholder if the Rating Agency Condition has been satisfied in
connection with that increase or decrease. For purposes of the definitions of
Dealer Overconcentration, Overconcentrated Dealer and Top 15 Dealers, a Dealer
and all of its Affiliates that are Dealers shall be considered to be a single
Dealer. For so long as a Dealer Overconcentration exists, allocations of
Principal Collections, Non-Principal Collections, Defaulted Amounts and
Miscellaneous Payments related to an Overconcentrated Dealer shall be allocated
in accordance with Section 4.5.

     "Dealer Overconcentration Series" shall mean an uncertificated Series known
as the "Distribution Financial Services Floorplan Master Trust Dealer
Overconcentration Series."

                                        6
<PAGE>

     "Defaulted Amount" on any Determination Date shall mean an amount (which
shall not be less than zero) equal to (a) the sum for all the Accounts of the
amount of Principal Receivables which became Defaulted Receivables during the
immediately preceding Collection Period (or with respect to a particular Dealer,
the amount of Principal Receivables of such Dealer which became Defaulted
Receivables during such Collection Period) minus (b) the full amount of any such
Defaulted Receivables for such Collection Period which are subject to
reassignment or assignment to the Seller or the Servicer in accordance with the
terms of this Agreement (or, with respect to a particular Dealer, the full
amount of such Defaulted Receivables of such Dealer which are subject to
reassignment or assignment to the Seller or the Servicer in accordance with the
terms of this Agreement); provided, however, that, if an Insolvency Event occurs
with respect to the Seller, the amounts of such Defaulted Receivables which are
subject to reassignment to the Seller shall not be included in clause (b) and,
if an Insolvency Event occurs with respect to the Servicer, the amount of such
Defaulted Receivables which are subject to assignment to the Servicer shall not
be included in clause (b).

     "Defaulted Receivables" on any Determination Date shall mean (a) all
Receivables (other than all of the Ineligible Receivables) in an Account which
are charged off as uncollectible in respect of the immediately preceding
Collection Period in accordance with the Servicer's customary and usual
servicing procedures for servicing Dealer receivables comparable to the
Receivables which have not been sold to third parties and (b) all Receivables
which were Eligible Receivables when transferred to the Trust on the initial
Closing Date or the related Addition Date or on their respective Transfer Date,
which arose in an Account that thereafter became an Ineligible Account and which
remained outstanding for any six consecutive Determination Dates (inclusive of
the Determination Date on which such determination is being made) after such
Account became an Ineligible Account.

     "Definitive Certificates" shall have the meaning specified in Section 6.8.

     "Definitive Euro-Certificates" shall have the meaning specified in Section
6.11.

     "Delayed Funding Receivable" shall mean a Receivable in respect of which
the related Floorplan Agreement permits DFS or an Approved Affiliate to delay
payment of the purchase price of the related Product to the Manufacturer for a
specified period after the invoice date for such Product; provided that such
Receivable shall be a Delayed Funding Receivable only until DFS or such Approved
Affiliate funds the payment of such purchase price. Notwithstanding anything
herein to the contrary, if the Rating Agency Condition is satisfied, then the
Receivables referred to in the preceding sentence shall not be Delayed Funding
Receivables and the provisions herein relating to Delayed Funding Receivables
shall no longer be of any force or effect.

     "Deposit Date" shall mean each day on which the Servicer deposits
Collections in the Collection Account pursuant to Section 4.3 hereof.


                                        7
<PAGE>

     "Depository" shall mean The Depository Trust Company, as initial
Depository, the nominee of which is CEDE & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial
Code of the State of New York.

     "Depository Agreement" shall mean, with respect to any Series or Class, an
agreement among the Trust, the Trustee and the initial Depository. The Seller is
hereby authorized to enter into each Depository Agreement on behalf of the
Trust.

     "Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

     "Designated Account" shall have the meaning specified in Section 2.8(b).

     "Designated Balance" shall have the meaning specified in Section 2.8(b).

     "Determination Date" with respect to any Distribution Date shall mean the
day that is two Business Days prior to such Distribution Date.

     "Deutsche FRI" shall mean Deutsche Floorplan Receivables, Inc., a Nevada
corporation, and its successors and assigns.

     "Deutsche FRLP" shall mean Deutsche Floorplan Receivables, L.P., a Delaware
limited partnership, and its successors.

     "Deutsche FRLP Certificate" shall mean the certificate executed by the
Seller and authenticated by the Trustee, substantially in the form of Exhibit A
to the Existing Pooling and Servicing Agreement.

     "Deutsche North America" shall mean Deutsche Bank Americas Holding Corp., a
Delaware corporation, and its successors in interest.

     "DFS" shall mean Deutsche Financial Services Corporation, a Nevada
corporation, and its successors and assigns.

     "Discount Factor" shall initially mean 0.50% and shall be adjusted as
provided in this definition. If on any Distribution Date the Net Receivables
Rate for such Distribution Date less (i) the weighted average of the Certificate
Rates (as determined in accordance with this definition) for all outstanding
Series (other than the Dealer Overconcentration Series) for such Distribution
Date less (ii) the annualized Net Loss Rate for the preceding twelve Collection
Periods is less than 1%, then the Discount Factor for such Distribution Date
shall be adjusted upwards, rounded up to the nearest 0.1% (but in no event to
exceed 1%), so that

                                        8
<PAGE>

the Net Receivables Rate less the rate in clause (i) less the rate in clause
(ii) shall be equal to 1%; and the Discount Factor shall remain at such adjusted
percentage until it is further adjusted by the terms of this sentence or either
of the following two sentences. Notwithstanding the foregoing, the Seller, at
its discretion, may increase or decrease the Discount Factor, but in no event
shall the Discount Factor exceed 1% or be less than the percentage required by
the immediately preceding sentence or be greater than the percentage required by
the next sentence. Notwithstanding the foregoing, if the application of the
Discount Factor would cause the Pool Balance to be less than the Required
Participation Amount, then the Discount Factor shall be the percentage (which
shall in no event be less than 0%), rounded down to the nearest 0.1%, which,
when applied, shall cause the Pool Balance to at least equal the Required
Participation Amount. For purposes of this definition, (i) if a Certificate Rate
is calculated as the lesser of (x) a fixed rate or a formula rate and (y) the
Net Receivables Rate, then such Certificate Rate shall be the rate in clause (x)
and (ii) if an interest rate swap agreement provides the interest distributable
on a Series or Class of Investor Certificates, then the Certificate Rate for
such Series or Class of Investor Certificates shall be the interest rate payable
by the Trust to the related swap counterparty.

     "Discount Portion" shall mean, with respect to a Receivable, the portion
thereof equal to the product of the Discount Factor and the outstanding
principal balance of such Receivable.

     "Distribution Date" shall mean the fifteenth day of each month or, if such
day is not a Business Day, the next succeeding Business Day.

     "Distribution Date Statement" shall mean, with respect to any Series, a
report prepared by the Servicer on each Determination Date for the immediately
preceding Collection Period in substantially the form set forth in the related
Supplement.

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

     "Early Amortization Event" shall have the meaning specified in Section 9.1
and, with respect to any Series, shall also mean any Early Amortization Event
specified in the related Supplement.

                  "Early Amortization Period" shall mean, with respect to any
Series, the period beginning at the close of business on the Business Day
immediately preceding the day on which the Early Amortization Event is deemed to
have occurred and ending upon the earliest to occur of (a) the payment in full
to the Investor Certificateholders of such Series of the Invested Amount with
respect to such Series, (b) the Termination Date with respect to such Series and
(c) if such Early Amortization Period has resulted from the occurrence of an
Early Amortization Event described in Section 9.1(a), the end of the first
Collection Period during which an Early Amortization Event would no longer be
deemed to exist pursuant to Section 9.1(a), so long as no other Early
Amortization Event with respect to such Series shall have occurred and the
scheduled termination of the Revolving Period with respect to such

                                        9
<PAGE>

Series shall not have occurred. The Dealer Overconcentration Series shall not
have an Early Amortization Period.

     "Eligible Account" shall mean each individual revolving credit arrangement
payable in U.S. dollars and established by DFS or an Approved Affiliate with a
Dealer in the ordinary course of business pursuant to a Financing Agreement,
which arrangement, as of the date of determination with respect thereto: (a) is
in favor of a Dealer (i) which is doing business in the United States of America
(including its territories and possessions), (ii) which has not been identified
by the Servicer as being the subject of any voluntary or involuntary bankruptcy
proceeding or being in a voluntary or involuntary liquidation, and (iii) in
which the direct controlling shareholder of DFS (which is currently Deutsche
North America) or any Affiliate thereof does not have an equity investment, (b)
is in existence and maintained and serviced by DFS or an Approved Affiliate and
(c) is an Account in respect of which no amounts have been charged off as
uncollectible.

     "Eligible Deposit Account" shall mean either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution or trust company organized under
the laws of the United States of America or any one of the states thereof, or
the District of Columbia (or any domestic branch of a foreign bank), having
corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the securities of such depository institution or
trust company shall have a credit rating from each Rating Agency in one of its
rating categories which signifies investment grade.

     "Eligible Institution" shall mean (a) the corporate trust department of the
Trustee or (b) a depository institution or trust company organized under the
laws of the United States of America or any one of the states thereof, or the
District of Columbia (or any domestic branch of a foreign bank), which at all
times (i) has either (A) a long-term unsecured debt rating of A2 or better by
Moody's, AAA by Standard & Poor's and, if Fitch has rated such debt, AA- or
better by Fitch or such other rating that is acceptable to each Rating Agency,
as evidenced by a letter from such Rating Agency to the Trustee or (B) a
certificate of deposit rating of P-1 by Moody's, A-1+ by Standard & Poor's and,
if Fitch has rated such certificate of deposit, F-1+ by Fitch or such other
rating that is acceptable to each Rating Agency, as evidenced by a letter from
such Rating Agency to the Trustee and (ii) whose deposits are insured by the
FDIC. If so qualified, the Trustee may be considered an Eligible Institution for
the purposes of clause (b) of this definition.

     "Eligible Investments" shall mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form having original or remaining maturities of 30 days or less, but in no event
occurring later than the Distribution Date next succeeding the Trustee's
acquisition thereof, which evidence:

          (a) direct obligations of, and obligations fully guaranteed as to
     timely payment by, the United States of America;


                                       10
<PAGE>

          (b) demand deposits, time deposits or certificates of deposit of any
     depository institution or trust company incorporated under the laws of the
     United States of America or any state thereof (or any domestic branch of a
     foreign bank) and subject to supervision and examination by Federal or
     state banking or depository institution authorities; provided, however,
     that at the time of the Trust's investment or contractual commitment to
     invest therein, the commercial paper or other short-term unsecured debt
     obligations (other than such obligations the rating of which is based on
     the credit of a person or entity other than such depository institution or
     trust company) thereof shall have a credit rating from each of the Rating
     Agencies in the Highest Investment Category granted thereby;

          (c) commercial paper having, at the time of the Trust's investment or
     contractual commitment to invest therein, a rating from each of the Rating
     Agencies in the Highest Investment Category granted thereby;

          (d) investments in money market funds having a rating from each of the
     Rating Agencies in the Highest Investment Category granted thereby or
     otherwise approved in writing thereby;

          (e) bankers' acceptances issued by any depository institution or trust
     company referred to in clause (b) above;

          (f) repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of America
     or any agency or instrumentality thereof the obligations of which are
     backed by the full faith and credit of the United States of America, in
     either case entered into with a depository institution or trust company
     (acting as principal) described in clause (b); and

          (g) any other investment as to which (x) the Rating Agency Condition
     has been satisfied and (y) the Seller certifies will not result in the
     Seller or the Trust becoming an "investment company" under the Investment
     Company Act.

          "Eligible Receivable" shall mean each Receivable:

          (a) which was originated or acquired by DFS or the related Approved
     Affiliate in the ordinary course of business;

          (b) which arose under an Eligible Account;

          (c) which is owned by DFS or the related Approved Affiliate at the
     time of sale or contribution by DFS or the related Approved Affiliate to
     the Seller;

          (d) which represents the obligation of a Dealer to repay an advance
     made or to be made to or on behalf of such Dealer (i) to finance the
     acquisition of Products or

                                       11
<PAGE>

     (ii) in connection with the Accounts Receivable Business or the Asset Based
     Lending Business;

          (e) which at the time of creation and, except at the Closing Date for
     the initial Series in the case of Receivables in respect of which the
     related financed Product has been sold, at the time of transfer to the
     Trust is secured, to the extent required by the related Financing
     Agreement, by, inter alia, a first priority perfected security interest
     (whether by prior filing, purchase money security interest statutory
     priority, or subordination agreement from prior filers or otherwise) in the
     related Product, Accounts Receivable other assets financed by the related
     advance (except that such security interest need not be a first priority
     security interest (x) in the case of a Receivable arising in an Account for
     which the payment terms are on a scheduled payment plan basis and the
     maximum credit line is $250,000 or less and which was included as an
     Account hereunder on or before the Closing Date for Series 1994-1 or (y) in
     the case of any Receivable if the Rating Agency Condition is satisfied with
     respect thereto); and the perfection of such security interest is governed
     by the laws of one or more of the states of the United States, the District
     of Columbia or, if the Rating Agency Condition is satisfied, a territory or
     possession of the United States;

          (f) which was created in compliance in all respects with all
     Requirements of Law applicable thereto and pursuant to a Financing
     Agreement which complies in all respects with all Requirements of Law
     applicable to any party thereto;

          (g) with respect to which all consents, licenses, approvals or
     authorizations of, or registrations or declarations with, any Governmental
     Authority required to be obtained, effected or given by DFS, the related
     Approved Affiliate or the Seller in connection with the creation of such
     Receivable or the transfer thereof to the Trust or the execution, delivery
     and performance by DFS or the related Approved Affiliate of the Financing
     Agreement pursuant to which such Receivable was created, have been duly
     obtained, effected or given and are in full force and effect;

          (h) as to which at all times following the transfer of such Receivable
     to the Trust, the Trust shall have (x) good and marketable title thereto
     free and clear of all Liens arising prior to the transfer or arising at any
     time other than Liens permitted by this Agreement, or (y) a first priority
     perfected security interest therein and in the related Collateral Security
     (and in the proceeds thereof);

          (i) which shall at all times be the legal, valid, binding and
     assignable payment obligation of the Dealer relating thereto, enforceable
     against such Dealer in accordance with its terms, except as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws, now or hereafter in
     effect, affecting the enforcement of creditors' rights in general and
     except as such enforceability may be limited by general principles of
     equity (whether considered in a suit at law or in equity);


                                       12
<PAGE>

          (j) which at the time of transfer to the Trust is not subject to any
     valid claim of a right of rescission, setoff, counterclaim or any other
     defense (including defenses arising out of violations of usury laws) of the
     Dealer;

          (k) as to which, at the time of transfer of such Receivable to the
     Trust, DFS, the related Approved Affiliate and the Seller have satisfied
     all their respective obligations with respect to such Receivable required
     to be satisfied at such time (whether pursuant to the related Financing
     Agreement, the related Floorplan Agreement or otherwise);

          (l) as to which, at the time of transfer of such Receivable to the
     Trust, neither DFS, the related Approved Affiliate nor the Seller has taken
     or failed to take any action which would impair the rights of the Trust or
     the Certificateholders therein;

          (m) which constitutes "chattel paper", an "account" or a "general
     intangible", and is not represented by an "instrument," each as defined in
     Article 9 of the UCC as then in effect in the State of Missouri; provided
     that the Financing Agreement giving rise to such Receivable may be subject
     by its terms, or by judicial interpretation, to the laws of other states;

          (n) with respect to which the representations set forth in Sections
     2.4(a)(i) and (ii) were correct as of the Transfer Date with respect
     thereto; and

          (o) if such Receivable has the benefit of a Floorplan Agreement, such
     Floorplan Agreement provides that the related Manufacturer is obligated,
     subject to the specific terms of such Floorplan Agreement (which may vary
     among Floorplan Agreements), to repurchase Products that the Servicer
     repossesses upon a default by the related Dealer.

     "Eligible Servicer" shall mean the Trustee or an entity which, at the time
of its appointment as Servicer, (a) is legally qualified and has the capacity to
service the Accounts, (b) has demonstrated the ability to professionally and
competently service a portfolio of similar accounts in accordance with high
standards of skill and care and (c) is qualified to use the software that is
then currently being used to service the Accounts or obtains the right to use or
has its own software which is adequate to perform its duties under this
Agreement.

     "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. The subordination of any Series or Class
to any other Series or Class or of the Seller's Interest to any Series or Class
shall be deemed to be an Enhancement. Enhancement provided to a particular
Series or Class shall not be available to another Series or Class unless the
applicable Enhancement Agreement otherwise provides.

                                       13
<PAGE>

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

     "Enhancement Provider" shall mean the Person providing any Enhancement,
other than any Certificateholders (including any holders of the Seller's
Certificates) the Certificates of which are subordinated to any Series or Class.

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

     "Euroclear Operator" shall mean Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.

     "Exchange Date" shall mean any date that is after the Series Issuance Date,
in the case of Definitive Euro-Certificates in registered form, or upon
presentation of certification of non-United States beneficial ownership (as
described in Section 6.11), in the case of Definitive Euro-Certificates in
bearer form.

     "Existing Manufacturer" shall mean (i) each Manufacturer with which DFS has
entered into a business arrangement, either through a Floorplan Agreement or any
other arrangement, on or prior to the Closing Date for Series 1994-1, (ii) each
Manufacturer with which DFS enters into such a business arrangement after the
Closing Date for Series 1994-1 so long as the aggregate balances of the
Receivables subject to such Floorplan Agreement do not exceed lesser of (a) 1%
of the Pool Balance at the beginning of the Collection Period in which the
addition of the related Additional Account occurs and (b) $25 million and (iii)
each Manufacturer with which DFS enters into such a business arrangement after
the Closing Date for Series 1994-1 and as to which the Rating Agency Condition
is satisfied.

     "Existing Pooling and Servicing Agreement" shall have the meaning set forth
in the recitals.

     "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor entity thereto.

     "Final Maturity Date" shall have the meaning specified in Section 12.1.

     "Financing Agreement" shall mean any Wholesale Financing Agreement,
Accounts Receivable Financing Agreement or Asset Based Lending Financing
Agreement.

     "Financing Guidelines" shall mean DFS's written policies and procedures, as
such policies and procedures may be amended from time to time, (a) relating to
the operation of the Floorplan Business, the Accounts Receivable Business and
the Asset Based Lending Business, including the written policies and procedures
for determining the interest rate, if


                                       14
<PAGE>

any, charged to Dealers, the other terms and conditions relating to DFS's
wholesale financing accounts, the creditworthiness of Dealers and the extension
of credit to Dealers, and (b) relating to the maintenance of accounts and
collection of receivables.

     "Fitch" shall mean Fitch IBCA, Inc. or its successor.

     "Floorplan Agreement" shall mean an agreement, entered into by DFS or the
related Approved Affiliate and a Manufacturer pursuant to which such
Manufacturer agrees, among other matters, to repurchase from DFS or such
Approved Affiliate, as applicable, Products sold by such Manufacturer to any of
its Dealers and financed by DFS or such Approved Affiliate under a Wholesale
Financing Agreement if DFS or such Approved Affiliate acquires possession of
such Products because of a default by such Dealer under such Wholesale Financing
Agreement, voluntary surrender or other circumstances.

     "Floorplan Business" shall mean the extensions of credit made by DFS or the
related Approved Affiliate to Dealers in order to finance Products purchased by
Dealers from Manufacturers.

     "Floorplan Receivables" shall mean Receivables arising from the Floorplan
Business.

     "Foreign Clearing Agency" shall mean Cedel and the Euroclear Operator.

     "Global Certificate" shall have the meaning specified in Section 6.11.

     "Governmental Authority" shall mean the United States of America, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Highest Investment Category" means, with respect to a Rating Agency, the
highest long-term or short-term rating given by that Rating Agency with respect
to long-term or short-term obligations or investments, as the case may be.

     "Holder" shall mean a Certificateholder.

     "Ineligible Account" shall mean an Account that at the time of
determination is not an Eligible Account.

     "Ineligible Amount" on any Determination Date shall mean the amount of
Ineligible Receivables included in the Trust on such Determination Date.

     "Ineligible Receivable" shall mean, without duplication, (i) any Receivable
that arises in an Eligible Account, was not an Eligible Receivable at the time
of its transfer to the Trust and was transferred to the Trust in accordance with
Section 2.9, (ii) any Receivable that,

                                       15
<PAGE>

at the time of its transfer to the Trust, has been SAU or NSF for more than 30
days, and (iii) the aggregate of Receivables that, at the time of transfer of
each such Receivable to the Trust, have been SAU or NSF for a period of one to
30 days but only to the extent that such aggregate amount exceeds 0.75% of the
Pool Balance at the end of such Collection Period.

     "Initial Account" shall mean each individual revolving credit arrangement
established by DFS or an Approved Affiliate with a Dealer which was identified
in the computer file or microfiche or written list delivered to the Trustee on
the Closing Date for the Series issued in 1993 by the Seller pursuant to Section
2.1.

     "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. The Initial Invested Amount for any Series may be increased
or decreased from time to time as specified in the related Supplement. However,
the Dealer Overconcentration Series shall not have an Initial Invested Amount.

     "Insolvency Event" shall mean any event specified in Section 9.1(b) or
9.1(c).

     "Insolvency Proceeds" shall have the meaning specified in Section 9.2(b).

     "Insurance Proceeds" with respect to an Account shall mean any amounts
received by the Servicer pursuant to any policy of insurance which are required
to be paid to DFS pursuant to a Wholesale Financing Agreement, Accounts
Receivable Financing Agreement or Asset Based Lending Financing Agreement.

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

     "Invested Amount" shall mean, with respect to any Series and at the time of
determination thereof, an amount equal to the invested amount specified in the
related Supplement at such time. However, the Dealer Overconcentration Series
shall not have an Invested Amount.

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

     "Investor Certificateholder" shall mean the Person in whose name a
Registered Certificate is registered in the Certificate Register or the bearer
of any Global Certificate and, with respect to the Dealer Overconcentration
Series, shall mean the Person or Persons in whose name an interest in the Dealer
Overconcentration Series is registered in the Certificate Register.

     "Investor Certificates" shall mean any one of the certificates (including
the Registered Certificates or any Global Certificate) executed by the Seller
and authenticated by

                                       16
<PAGE>

or on behalf of the Trustee, substantially in the form attached to the related
Supplement other than the Seller's Certificates. The Dealer Overconcentration
Series shall not be evidenced by any certificate.

     "Investors' Servicing Fee" shall mean the portion of the Servicing Fee
allocable to the Investor Certificateholders pursuant to the terms of the
Supplements.

     "Lien" shall mean any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), preference, participation interest, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever, including 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; provided, however, that (i) any assignment
permitted by Section 8.2, (ii) any Lien created by this Agreement, any
Supplement or any Participation Agreement, (iii) any security interests in
Products or Accounts Receivable that are subordinate to the security interests
securing the related Receivables and (iv) any inchoate lien that arises by
operation of law, is not delinquent or due and affects collateral securing a
Receivable (but does not encumber any Receivable) shall not be deemed to
constitute a Lien.

     "Manager" shall mean the lead manager, manager or co-manager or person
performing a similar function with respect to an offering of Definitive
Euro-Certificates.

     "Manufacturer" shall mean a Person engaged generally in the business of
manufacturing or distributing Products for sale or lease to Dealers in the
ordinary course of business.

     "Manufacturer Overconcentration" on any Determination Date shall mean, with
respect to all Accounts covered by a Floorplan Agreement with the same
Manufacturer as obligor, the excess of (a) the aggregate of all amounts of
Principal Receivables in such Accounts on the last day of the Collection Period
immediately preceding such Determination Date that are covered by such Floorplan
Agreement over (b) 15% of the Pool Balance on the last day of such immediately
preceding Collection Period or, if the Rating Agency Condition is satisfied,
such larger percentage of such Pool Balance as is stated in the notice from each
applicable Rating Agency in connection with the satisfaction of such Rating
Agency Condition.

     "Miscellaneous Payments" shall mean, with respect to any Collection Period
and the related Distribution Date, the sum of (a) Adjustment Payments and
Transfer Deposit Amounts on deposit in the Collection Account on such
Distribution Date and (b) Unallocated Principal Collections available to be
treated as Miscellaneous Payments pursuant to Section 4.4 on such Distribution
Date.


                                       17
<PAGE>

     "Monthly Payment Rate" shall mean, unless otherwise specified for a Series
in the related Supplement, for any Collection Period, the percentage derived
from dividing the Principal Collections (without excluding therefrom the
Discount Portions) collected during such Collection Period by the aggregate
balance of the Principal Receivables (without deducting therefrom the Discount
Portions) as of the beginning of such Collection Period.

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

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

     "Net Loss Rate" shall mean, with respect to a Collection Period, the
percentage derived from a fraction, the numerator of which is the aggregate of
the net losses on Receivables (exclusive of the Ineligible Receivables) that
were charged off during such Collection Period (i.e., gross losses less any
recoveries (including recoveries from Collateral Security) received in such
Collection Period in respect of charged off Receivables, whether such charge off
occurred in such Collection Period or a prior Collection Period) and the
denominator of which is the aggregate of the Principal Receivables (without
deducting therefrom the Discount Portions) in the Trust at the beginning of such
Collection Period.

     "Net Receivables Rate" shall mean, with respect to a Distribution Date and
unless otherwise specified for a Series in the related Supplement, (i) the
weighted average of the interest rates borne by the Receivables during the
second Collection Period preceding such Distribution Date (interest payments on
the Receivables at such rates being due and payable in the Collection Period
preceding such Distribution Date) plus (ii) the product of (x) the Monthly
Payment Rate for the Collection Period preceding such Distribution Date, (y) the
Discount Factor for such Distribution Date and (z) twelve less (iii) 2% per
annum.

     "Non-Principal Collections" shall mean the sum of (a) Collections of
interest and all other non-principal charges (including insurance service fees
and handling fees) on the Receivables, (b) the product of (i) principal payments
on the Receivables and (ii) the Discount Factor, and (c) all Recoveries.

     "Non-Principal Receivables" with respect to any Account shall mean all
amounts billed to the related Dealer in respect of interest and all other
non-principal charges.

     "Notice Date" shall have the meaning specified in Section 2.5(c).

     "NSF" shall mean, with respect to a Receivable, that a check in payment of
such Receivable has been returned because of insufficient funds and has not
thereafter been paid.

     "Officers' Certificate" with respect to any corporation (in the case of the
Seller, the Officers' Certificate shall be with respect to Deutsche FRI) shall
mean, unless otherwise

                                       18
<PAGE>

specified in this Agreement, a certificate signed by (a) the Chairman of the
Board, Vice Chairman of the Board, President or any Vice President and (b) a
Treasurer, Associate or Assistant Treasurer, Secretary or Assistant Secretary of
such corporation.

     "Opinion of Counsel" shall mean a written opinion of counsel, who may be
counsel of the Seller or DFS and who shall be acceptable to the Trustee.

     "Overconcentrated Dealer" shall have the meaning specified in the
definition of Dealer Overconcentration.

     "Overconcentration Amount" on any Determination Date shall mean the sum of
the Asset Based Receivable Overconcentration, the A/R Receivable
Overconcentration, the Manufacturer Overconcentrations and the Product Line
Overconcentrations on such Determination Date.

     "Overconcentration Percentage" on any Determination Date shall mean, with
respect to an Overconcentrated Dealer, the percentage equivalent of a fraction,
(a) the numerator of which is equal to the result of (i) the aggregate amount of
Principal Receivables in all Accounts of such Dealer as of the end of the
Collection Period immediately preceding such Determination Date, minus (ii) the
product of (A) the Concentration Limit Percentage for such Overconcentrated
Dealer, and (B) the Unconcentrated Pool Balance as of the end of such Collection
Period, and (b) the denominator of which is the amount determined in accordance
with clause (a)(i).

     "Participation Agreement" shall mean an agreement between DFS or an
Approved Affiliate and a lender (i) pursuant to which DFS or such Approved
Affiliate, as applicable, conveys to such lender an undivided interest in
certain receivables that is pari passu in all respects (other than
nonsubordinated interest strips and fees) with the undivided interest retained
by DFS or such Approved Affiliate, as applicable, and (ii) that satisfies the
applicable requirements of the Receivables Contribution and Sale Agreement.

     "Participation Interest" shall mean the undivided interest, created
pursuant to a Participation Agreement, in a receivable in which a Receivable
represents the remaining undivided interest. The Trustee is hereby authorized to
execute and deliver any documentation reasonably requested and prepared by the
Seller in order to effect and evidence any Participation Interest, subject in
each case to the terms and conditions of this Agreement and the Receivables
Contribution and Sale Agreement.

     "Paying Agent" shall mean any Person authorized by the Trustee to make
distributions of principal of or interest on any Certificates on behalf of the
Trustee.

     "Permitted Transactions" shall have the meaning specified in Section
2.6(f).


                                       19
<PAGE>

     "Person" shall mean any legal person, including any individual,
corporation, partnership, association, limited liability company, joint-stock
company, trust, unincorporated organization, governmental entity or other
entity.

     "Pool Balance" shall mean, as of the time of determination thereof, the
product of (a) the aggregate of Principal Receivables (without deducting
therefrom the Discount Portion) in the Trust at such time (other than all
Ineligible Receivables) and (b) 1 minus the Discount Factor.

     "Principal Collections" shall mean Collections under the Receivables other
than Non-Principal Collections.

     "Principal Receivables" with respect to an Account shall mean amounts shown
on the Servicer's records as Receivables (other than such amounts which
represent Non-Principal Receivables and Discount Portions) payable by the
related Dealer.

     "Principal Terms" shall mean, with respect to any Series, one or more of
the following items, not all of which will necessarily apply to each Series: (a)
the name or designation; (b) the initial principal amount (or method for
calculating such amount), if applicable; (c) the Certificate Rate or Certificate
Rates (or method for the determination thereof); (d) the payment date or dates
and the date or dates from which interest shall accrue; (e) the method for
allocating Collections to Investor Certificateholders; (f) the designation of
any Series Accounts and the terms governing the operation of any such Series
Accounts; (g) the Monthly Servicing Fee and the Investors' Servicing Fee; (h)
any Enhancement Provider for and terms of any form of Enhancement with respect
thereto; (i) the terms on which the Investor Certificates of such Series may be
exchanged for Investor Certificates of another Series, repurchased, redeemed in
an optional redemption or mandatory redemption or remarketed to other investors;
(j) the Termination Date; (k) the number of Classes of Investor Certificates of
such Series and, if more than one Class, the rights and priorities of each such
Class; (l) the extent to which the Investor Certificates of such Series shall be
issuable in temporary or permanent global form (and, in such case, the
depositary for such Global Certificate or certificates, the terms and
conditions, if any, upon which such Global Certificate may be exchanged, in
whole or in part, for Definitive Certificates, and the manner in which any
interest payable on a temporary or Global Certificate shall be paid); (m)
whether the Investor Certificates of such Series may be issued in bearer form
and any limitations imposed thereon; (n) the priority of such Series with
respect to any other Series; (o) whether such Series shall be part of a group;
(p) the date on which such Series will begin its accumulation period,
amortization period or controlled amortization period, if any; and (q) any other
terms of such Series which are permitted or not prohibited by this Agreement.

     "Product Line Overconcentration" on any Determination Date shall mean, with
respect to Accounts created pursuant to Wholesale Financing Agreements, the
excess of (a) the aggregate of all amounts of Principal Receivables in such
Accounts that represent financing for a single Product line (according to DFS's
classification system) on the last day of the


                                       20
<PAGE>

Collection Period immediately preceding such Determination Date over (b) (i) 25%
of the Pool Balance on the last day of such immediately preceding Collection
Period if such Product line is not computers and related equipment and (ii) 40%
of such Pool Balance if such Product line is computers and related equipment or,
in the case of clause (i) or (ii), if the Rating Agency Condition is satisfied,
such larger percentage of such Pool Balance as is stated in the applicable
notice from each applicable Rating Agency in connection with the satisfaction of
such Rating Agency Condition.

     "Products" shall mean the commercial and consumer goods financed by DFS or
the related Approved Affiliate for Dealers pursuant to a Wholesale Financing
Agreement.

     "Purchase Price" shall mean, with respect to any Receivable for any date on
which such Receivable is to be purchased pursuant to Section 3.3 or by DFS as a
result of the breach of representations and warranties in the Receivables
Contribution and Sale Agreement, (a) an amount equal to the amount payable by
the Dealer in respect thereof as reflected in the records of the Servicer as of
the date of purchase plus (b) interest accrued (to the extent interest accrues
on such Receivable) from the end of the last Collection Period in respect of
which interest on such Receivable was billed by the Servicer, at a per annum
rate equal to the rate being charged to the Dealer under the Wholesale Financing
Agreement, Accounts Receivable Financing Agreement or Asset Based Lending
Financing Agreement, as the case may be, based on the actual number of days
elapsed over a year of 360 days.

     "Rating Agency" shall mean, with respect to any outstanding Series or
Class, each statistical rating agency, if any, selected by the Seller to rate
the Investor Certificates of such Series or Class.

     "Rating Agency Condition" shall mean, with respect to any action, that each
Rating Agency shall have notified the Seller, the Servicer and the Trustee in
writing that such action shall not result in a reduction or withdrawal of such
Rating Agency's rating of any outstanding Series or Class with respect to which
it is a Rating Agency. The Rating Agency Condition shall be inapplicable at any
time that no such Series or Class is outstanding.

     "Reassignment" shall have the meaning specified in Section 2.7(c).

     "Receivables" shall mean, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of advances
made by DFS or the related Approved Affiliate to or on behalf of such Dealer in
connection with the Floorplan Business, the Accounts Receivable Business, or the
Asset Based Lending Business, as the case may be, together with the group of
writings evidencing such amounts and the security interest created in connection
therewith and all of the rights, remedies, powers and privileges thereunder
(including under the related Financing Agreement); provided that if a
Participation Interest has been created in respect of such Account, whether
before or after that Account has been designated as an Account, the amounts so
payable by the related Dealer that are allocable


                                       21
<PAGE>

to such Participation Interest shall not be part of the "Receivables" in respect
of such Account. A Receivable that, prior to its transfer to the Seller, was
subject to a participation from an Approved Affiliate in favor of DFS shall be
considered a Receivable. Receivables which become Defaulted Receivables shall
remain in the Trust but shall cease to be included in the Pool Balance on the
day on which they become Defaulted Receivables. Delayed Funding Receivables
shall cease to be included as Receivables on the day on which an Insolvency
Event in respect of DFS occurs, whether or not such Delayed Funding Receivables
are funded after the occurrence of such Insolvency Event. Receivables which DFS
or the related Approved Affiliate is unable to transfer to the Seller pursuant
to the Receivables Contribution and Sale Agreement or which the Seller is unable
to transfer to the Trust as provided in Section 2.6(b) and Receivables which
arise in Designated Accounts from and after the related Removal Commencement
Date shall not be included in calculating the Pool Balance.

     "Receivables Contribution and Sale Agreement" shall mean the Receivables
Contribution and Sale Agreement as amended and restated as of October 1, 1996
among DFS, Deutsche Business Services Corporation and the Seller (and any
Affiliate of DFS which may become a party thereto from time to time).

     "Record Date" shall mean, with respect to any Distribution Date, the close
of business on the day preceding such Distribution Date; provided that with
respect to any Distribution Date for a Series for which Definitive Certificates
have been issued pursuant to Section 6.10, subsequent to the issuance of such
Definitive Certificates the Record Date for such Distribution Date shall be the
last day of the month preceding the month in which such Distribution Date
occurs.

     "Records" shall mean, with respect to any Receivable, all documents, books,
records and other information (including, without limitation, computer programs,
tapes, discs, punch cards, data processing software and related property and
rights) relating to such Receivable and the related Dealer.

     "Recoveries" on any Determination Date shall mean all amounts received,
including Insurance Proceeds, by the Servicer during the Collection Period
immediately preceding such Determination Date with respect to Receivables which
have previously become Defaulted Receivables.

     "Reference Rate" shall mean the per annum rate of interest, if any,
designated from time to time by DFS or the related Approved Affiliate, as
applicable, to a Wholesale Financing Agreement, A/R Financing Agreement or Asset
Based Lending Financing Agreement.

     "Registered Certificateholder" shall mean the Holder of a Registered
Certificate.

     "Registered Certificates" shall have the meaning specified in Section 6.1.



                                       22
<PAGE>

     "Related Accounts" shall mean all Accounts relating to a single Dealer.

     "Related Documents" shall mean, collectively, the Receivables Contribution
and Sale Agreement and, with respect to any Series, any applicable Enhancement
Agreement.

     "Removal Commencement Date" shall have the meaning specified in Section
2.8(a).

     "Removal Date" shall mean a date specified in a Removal Notice as the date
on which the applicable Accounts are to be removed.

     "Removal Notice" shall mean a notice delivered by the Seller (or the
Servicer on its behalf) pursuant to Section 2.7 or 2.8 specifying a Removal Date
for Removed Accounts.

     "Removed Account" shall have the meaning specified in Section 2.7(b).

     "Required Participation Amount" shall mean, at any time of determination,
an amount equal to the sum of the amounts for each Series obtained by
multiplying the Required Participation Percentage for such Series by the Initial
Invested Amount for such Series at such time.

     "Required Participation Percentage" shall mean, with respect to any Series,
the percentage specified therefor in the related Supplement. However, the Dealer
Overconcentration Series shall not have a Required Participation Percentage.

     "Requirements of Law" for any Person shall mean the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or Governmental Authority, in each case applicable to or binding upon
such Person or to which such Person is subject, whether Federal, state or local
(including usury laws and the Federal Truth in Lending Act).

     "Responsible Officer" shall mean any officer of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with that relevant
subject.

     "Revolving Period" shall mean with respect to any Series, the period
specified as such in the related Supplement. However, the Dealer
Overconcentration Series shall not have a period designated as a Revolving
Period.



                                       23
<PAGE>

     "SAU" shall mean, with respect to a Receivable, that if such Receivable was
originally secured by a security interest in a Product, such Product has been
sold and such Receivable is not paid in full.

     "Seller" shall mean Deutsche FRLP.

     "Seller's Certificates" shall mean, collectively, the Deutsche FRLP
Certificate and any outstanding Supplemental Certificates.

     "Seller's Interest" shall have the meaning specified in Section 4.1.

     "Seller's Participation Amount" shall mean, at any time of determination,
an amount equal to (a) the Pool Balance at such time minus (b) the aggregate
Invested Amounts for all outstanding Series (other than the Dealer
Overconcentration Series, which shall not be considered to have an Invested
Amount) at such time.

     "Series" shall mean (a) any series of Investor Certificates and (b) the
Dealer Overconcentration Series.

     "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 Cut-Off Date" shall mean, with respect to any Series, the date, if
any, specified as such in the related Supplement.

     "Series Issuance Date" shall mean, with respect to any Series, the date on
which the Investor Certificates of such Series are to be originally issued in
accordance with Section 6.3 and the related Supplement.

     "Series 1994-1" shall mean the series of Investor Certificates issued and
designated as "Series 1994-1".

     "Service Transfer" shall have the meaning specified in Section 10.1.

     "Servicer" shall initially mean DFS, in its capacity as Servicer under this
Agreement, and after any Service Transfer, the Successor Servicer.

     "Servicer Default" shall have the meaning specified in Section 10.1.

     "Servicing Fee" shall have the meaning specified in Section 3.2.

     "Servicing Officer" shall mean any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Receivables whose name
appears on a


                                       24
<PAGE>

list of servicing officers furnished to the Trustee by the Servicer as such list
may from time to time be amended.

     "Specified Party" means any of the Seller, the Servicer, DFS, if it is not
the Servicer, Deutsche North America, so long as DFS is an Affiliate of Deutsche
North America, or, if Deutsche North America has merged or consolidated with
another Person, the surviving Person (but only so long as DFS is an Affiliate of
the surviving Person) or any other Person which is the direct, controlling
shareholder of DFS.

     "Standard & Poor's" shall mean Standard & Poor's, a division of The McGraw
Hill-Companies, Inc., or its successor.

     "Successor Servicer" shall have the meaning specified in Section 10.2(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, if applicable, pursuant to Section
6.3, and all amendments thereof and supplements thereto. No Investor
Certificates shall be issued pursuant to the Supplement for the Dealer
Overconcentration Series.

     "Supplemental Certificate" shall have the meaning specified in Section 6.3.

     "Tax Opinion" shall mean, with respect to any action, an Opinion of Counsel
to the effect that, for Federal income and Missouri state income and franchise
tax purposes, (a) such action shall not adversely affect the characterization of
the Investor Certificates of any outstanding Series or Class as debt or as
partnership interests, (b) such action shall not cause or constitute a taxable
event with respect to any Investor Certificateholders or the Trust and (c) in
the case of Section 6.3(b), each Class of the Investor Certificates of the new
Series shall be characterized as debt or as partnership interests.

     "Termination Date" shall mean, with respect to any Series, the termination
date, if any, specified in the related Supplement. However, the Supplement for
the Dealer Overconcentration Series shall not specify a Termination Date.

     "Termination Notice" shall have the meaning specified in Section 10.1.

     "Termination Proceeds" shall have the meaning specified in Section 12.2(c).

     "Transfer Agent and Registrar" shall have the meaning specified in Section
6.4.

     "Transfer Date" shall have the meaning specified in Section 2.1.



                                       25
<PAGE>

     "Transfer Deposit Amount" shall mean, with respect to any Receivable
reassigned or assigned to the Seller or the Servicer, as applicable, pursuant to
Section 2.4(c) or Section 3.3, the amounts specified in such Sections.

     "Trust" shall mean the Distribution Financial Services Floorplan Master
Trust created by this Agreement, formerly known as the Deutsche Floorplan
Receivables Master Trust, the corpus of which shall consist of the Trust Assets.

     "Trust Assets" shall have the meaning specified in Section 2.1.

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

     "Trust Termination Date" shall have the meaning specified in Section 12.1.

     "Trustee" shall mean The Chase Manhattan Bank, or its successor in
interest, or any successor trustee appointed as herein provided.

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

     "Unallocated Principal Collections" shall have the meaning specified in
Section 4.4.

     "Unconcentrated Percentage" shall mean, with respect to an Overconcentrated
Dealer, the result of (a) 100% minus (b) the Overconcentration Percentage for
such Overconcentrated Dealer.

     "Unconcentrated Pool Balance" shall mean, as of the end of any Collection
Period, the lesser of: (1) the Pool Balance at the end of such Collection
Period, and (2)(a)(i) such Pool Balance minus (ii) the sum of the Principal
Receivables in all Accounts of all Overconcentrated Dealers at the end of such
Collection Period, divided by (b)(i) 100% minus (ii) the sum of (x) the product
of (A) the number of Overconcentrated Dealers as to which the applicable
Concentration Limit Percentage is 3% and (B) 3%, (y) the product of (A) the
number of Overconcentrated Dealers as to which the applicable Concentration
Limit Percentage is 2% and (B) 2%, and (z) the product of (A) the number of
Overconcentrated Dealers as to which the applicable Concentration Limit
Percentage is other than 3% or 2% and (B) in each case, such applicable
Concentration Limit Percentage.

     "Vice President" when used with respect to the Seller and Servicer shall
mean any vice president (in the case of the Seller, a vice president of Deutsche
FRI) whether or not designated by a number or word or words added before or
after the title "vice president".



                                       26
<PAGE>

                 "Wholesale Financing Agreement" shall mean a wholesale
financing agreement entered into by DFS or the related Approved Affiliate and a
Dealer in order to finance Products purchased by such Dealer from a
Manufacturer.

                  SECTION 1.2.  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 in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent that
the definitions of accounting terms in this Agreement or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Agreement or in any such certificate or other document 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; 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."

                  (d) The definitions contained in this Agreement 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.

                  (e) All references to any agreement shall be understood to be
references to such agreement as it may be amended, amended and restated or
otherwise modified from time to time.

                  SECTION 1.3. Provisions Relating to Rating Agencies.
Provisions in this Agreement relating to Standard & Poor's, Moody's, Fitch, Duff
& Phelps or a Rating Agency shall be effective only so long as there is a Series
of Investor Certificates outstanding that has been rated by such Rating Agency
at the request of the Seller. By way of illustration and not limitation of the
foregoing, if no Series of Investor Certificates then outstanding has been rated
at the request of the Seller by Fitch, a notice required hereunder to be given
to a Rating Agency need not be given to Fitch and an Eligible Institution need
not have its debt or certificates of deposit rated by Fitch.


                                       27
<PAGE>

                                   ARTICLE II

                            Conveyance of Receivables
                            -------------------------

                  SECTION 2.1. Conveyance of Receivables. By execution of this
Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise
convey, without recourse (except as expressly provided herein), to the Trust for
the benefit of the Certificateholders and the other Beneficiaries on the Closing
Date for the Series issued in 1993, in the case of the Initial Accounts, and on
the applicable Addition Date, in the case of Additional Accounts, (a) all of its
right, title and interest in, to and under the Receivables in each Account and
all Collateral Security with respect thereto owned by the Seller at the close of
business on the Cut-Off Date, in the case of the Initial Accounts, and on the
applicable Additional Cut-Off Date, in the case of Additional Accounts, and all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Missouri and Recoveries) thereof, (b) all of the Seller's
rights, remedies, powers and privileges with respect to such Receivables, and
the Receivables conveyed to the Trust in the next sentence, under the related
Floorplan Agreements, if any, (c) all of the Seller's rights, remedies, powers
and privileges with respect to such Receivables under the Receivables
Contribution and Sale Agreement, and (d) without limiting the foregoing, all of
the Seller's right, title and interest in, to and under the Receivables
Contribution and Sale Agreement. As of each Business Day prior to the earlier of
(i) the occurrence of an Early Amortization Event specified in Section 9.1(b),
(c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are
created in the Accounts (a "Transfer Date"), the Seller does hereby sell,
transfer, assign, set over and otherwise convey, without recourse (except as
expressly provided herein), to the Trust for the benefit of the
Certificateholders and the other Beneficiaries, all of its right, title and
interest in, to and under the Receivables in each Account (other than any
Receivables created in any Designated Account from and after the applicable
Removal Date) and all Collateral Security with respect thereto owned by the
Seller at the close of business on such Transfer Date and not theretofore
conveyed to the Trust, all monies due or to become due and all amounts received
with respect thereto and all proceeds (including "proceeds" as defined in
Section 9-306 of the UCC as in effect in the State of Missouri and Recoveries)
thereof. Such property, together with all monies on deposit in, and Eligible
Investments credited to, the Collection Account or any Series Account, any
Enhancements and the Collateral Security with respect to the Receivables shall
collectively constitute the assets of the Trust (the "Trust Assets"). The
foregoing sale, transfer, assignment, set-over and conveyance and any subsequent
sales, transfers, assignments, set-overs and conveyances do not constitute, and
are not intended to result in, the creation or an assumption by the Trust, the
Trustee, any Agent or any Beneficiary of any obligation of the Servicer, DFS,
the Seller, or any other Person in connection with the Accounts, the Receivables
or any Participation Interest or under any agreement or instrument relating
thereto (including any Participation Agreement), including any obligation to any
Dealers, Manufacturers, or owners of a Participation Interest and DFS (and not
any of the other foregoing Persons) shall continue to perform and be responsible
for their respective obligations under the Financing Agreements, Floorplan
Agreements, Participation Agreements and any


                                       28
<PAGE>

related agreements and arrangements. The foregoing transfer, assignment, setover
and conveyance to the Trust, and any subsequent transfer, assignment, setover
and conveyance to the Trust, shall be made to the Trustee, on behalf of the
Trust, and each reference in this Agreement or any Supplement to any such
transfer, assignment, setover and conveyance shall be construed accordingly.

                           In connection with such sales, the Seller agrees to
record and file, at its own expense, a financing statement on form UCC-1 (and
continuation statements when applicable) with respect to the Receivables now
existing and hereafter created for the sale of chattel paper, accounts and
general intangibles (as defined in Section 9-105 of the UCC as in effect in any
state where the Seller's or DFS's chief executive offices or books and records
relating to the Receivables are located) meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to perfect
the sale and assignment of the Receivables and the other Trust Assets to the
Trust, and to deliver a file-stamped copy of such financing statements or other
evidence of such filing to the Trustee on or prior to the Closing Date for the
Series issued in 1993, in the case of the Initial Accounts, and (if any
additional filing is so necessary) the applicable Addition Date, in the case of
Additional Accounts. The Trustee shall be under no obligation whatsoever to file
such financing statement, or a continuation statement to such financing
statement, or to make any other filing under the UCC in connection with such
sales.

                           In connection with such sales, the Seller further
agrees, at its own expense, on or prior to the Closing Date for the Series
issued in 1993, in the case of the Initial Accounts, the applicable Addition
Date, in the case of Additional Accounts, and the applicable Removal
Commencement Date, in the case of Removed Accounts, (a) to cause DFS to indicate
in its books and records, which may include computer files, as required by the
Receivables Contribution and Sale Agreement, that the Receivables created in
connection with the Accounts (other than Removed Accounts) have been sold, and
the Collateral Security assigned, to the Seller in accordance with the
Receivables Contribution and Sale Agreement and sold to the Trust pursuant to
this Agreement for the benefit of the Certificateholders and the other
Beneficiaries and (b) to deliver to the Trustee (or cause DFS to do so) a
computer file or microfiche or written list containing a true and complete list
of all such Accounts (other than Removed Accounts) specifying for each such
Account, as of the Cut-Off Date, in the case of the Initial Accounts, and the
applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its
account number and (ii) the aggregate amount of Principal Receivables in such
Account. Such file or list, as supplemented from time to time to reflect
Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this
Agreement and is hereby incorporated into and made a part of this Agreement. The
Trustee shall be under no obligation whatsoever to verify the accuracy or
completeness of the information contained in Schedule 1 from time to time.

                  In the event that such sale and assignment is deemed to
constitute a pledge of security for a loan, it is the intent of this Agreement
that the Seller shall be deemed to have granted to the Trustee a first priority
perfected security interest in all of the Seller's right, title


                                       29
<PAGE>

and interest to and under the Receivables and the Collateral Security and all
proceeds thereof, the Floorplan Agreements and the Receivables Contribution and
Sale Agreement, and that this Agreement shall constitute a security agreement
under applicable law.

                  Notwithstanding any other provision of this Agreement, no
asset shall be acquired by the Seller or the Trust or disposed of by the Seller
or the Trust for the primary purpose of recognizing gains or decreasing losses
due to market value changes.

                  SECTION 2.2. Acceptance by Trustee. (a) The Trustee hereby
acknowledges its acceptance, on behalf of the Trust, of all right, title and
interest previously held by the Seller to the property, now existing and
hereafter created, conveyed to the Trust pursuant to Section 2.1 and declares
that, subject to the terms and conditions hereof and of any Supplement, it shall
maintain such right, title and interest, upon the trust herein set forth, for
the benefit of the Certificateholders and the other Beneficiaries. The Trustee
further acknowledges that, prior to or simultaneously with the execution and
delivery of this Agreement, the Seller delivered to the Trustee the computer
file or microfiche or written list which the Seller represented as being the
computer file or list relating to the Initial Accounts described in the last
paragraph of Section 2.1.

                  (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.

                  SECTION 2.3. Representations and Warranties of the Seller
Relating to the Seller and the Agreement. The Seller hereby represents and
warrants to the Trust and to the Trustee as of each Closing Date that:

                  (a) Organization and Good Standing. The Seller is a limited
partnership duly organized and validly existing and in good standing under the
law of the State of Delaware and has, in all material respects, full power,
authority and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement and to execute
and deliver to the Trustee pursuant hereto the Certificates.

                  (b) Due Qualification. The Seller is duly qualified to do
business and, where necessary, is in good standing as a foreign partnership (or
is exempt from such requirement) and has obtained all necessary licenses and
approvals in each jurisdiction in which the conduct of its business requires
such qualification except where the failure to so qualify or obtain licenses or
approvals would not have a material adverse effect on its ability to perform its
obligations hereunder.

                  (c) Due Authorization. The execution and delivery of this
Agreement and the applicable Supplement and the Related Documents and the
execution and delivery to the Trustee of the Certificates by the Seller and the
consummation of the transactions provided for or contemplated by this Agreement
and the applicable Supplement and the Related


                                       30
<PAGE>

Documents, have been duly authorized by the Seller by all necessary partnership
action on the part of the Seller.

                  (d) No Conflict. The execution and delivery of this Agreement,
the applicable Supplement, the Related Documents and the Certificates, the
performance of the transactions contemplated by this Agreement and the
applicable Supplement and the Related Documents and the fulfillment of the terms
hereof and thereof, shall not 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 material 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 are bound.

                  (e) No Violation. The execution and delivery of this
Agreement, the applicable Supplement, the Related Documents and the
Certificates, the performance of the transactions contemplated by this Agreement
and the applicable Supplement and the Related Documents and the fulfillment of
the terms hereof and thereof applicable to the Seller, shall not conflict with
or violate any material Requirements of Law applicable to the Seller.

                  (f) No Proceedings. There are no proceedings or, to the best
knowledge of the Seller, investigations pending or threatened against the Seller
before any Governmental Authority (i) asserting the invalidity of this
Agreement, the applicable Supplement, any of the Related Documents or the
Certificates, (ii) seeking to prevent the issuance of the Certificates or the
consummation of any of the transactions contemplated by this Agreement and the
applicable Supplement or the Related Documents, (iii) seeking any determination
or ruling that, in the reasonable judgment of the Seller, would materially and
adversely affect the performance by the Seller of its obligations under this
Agreement and the applicable Supplement or the Related Documents, (iv) seeking
any determination or ruling that would materially and adversely affect the
validity or enforceability of this Agreement and the applicable Supplement, the
Related Documents or the Certificates or (v) seeking to affect adversely the
income tax attributes of the Trust under the United States Federal or any State
income, single business or franchise tax systems.

                  (g) All Consents Required. All appraisals, authorizations,
consents, orders, approvals or other actions of any Person or of any
governmental body or official required in connection with the execution and
delivery of this Agreement, the applicable Supplement, the Related Documents and
the Certificates, the performance of the transactions contemplated by this
Agreement, the applicable Supplement and any of the Related Documents, and the
fulfillment of the terms hereof and thereof, have been obtained, except where
the failure to so obtain such item shall not have a material adverse effect on
its ability to render such performance.

                  (h) Enforceability. This Agreement and the applicable
Supplement and the Related Documents each constitutes a legal, valid and binding
obligation of the Seller enforceable against the Seller in accordance with its
terms, except as such enforceability may


                                       31
<PAGE>

be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect affecting the enforcement of
creditors' rights in general and except as such enforceability may be limited by
general principles of equity (whether considered in a suit at law or in equity).

                  (i) Record of Accounts. As of the Closing Date for the Series
issued in 1993, in the case of the Initial Accounts, as of the applicable
Addition Date, in the case of the Additional Accounts, and, as of the applicable
Removal Date, in the case of Removed Accounts, Schedule 1 to this Agreement is
an accurate and complete listing in all material respects of all the Accounts as
of the Cut-Off Date, the applicable Additional Cut-Off Date or the applicable
Removal Date, as the case may be, and the information contained therein with
respect to the identity of such Accounts and the Receivables existing thereunder
is true and correct in all material respects as of the Cut-Off Date, such
applicable Additional Cut-Off Date or such Removal Date, as the case may be.

                  (j) Valid Transfer. This Agreement or, in the case of
Additional Accounts, the related Assignment constitutes a valid sale, transfer
and assignment to the Trust of all right, title and interest of the Seller in
the Receivables and the Collateral Security and the proceeds thereof and all of
the Seller's rights, remedies, powers and privileges with respect to the
Receivables under the Receivables Contribution and Sale Agreement and the
related Financing Agreements and Floorplan Agreements, if any, and, upon the
filing of the financing statements described in Section 2.1 with the applicable
filing office and, in the case of the Receivables hereafter created and the
proceeds thereof, upon the creation thereof, the Trust shall have a perfected
ownership interest in such property, free of the Liens of any other Person,
except for Liens permitted under Section 2.6(a). Except as otherwise provided in
this Agreement, neither the Seller nor any Person claiming through or under the
Seller has any claim to or interest in the Trust Assets.

                  The representations and warranties set forth in this Section
2.3 shall survive the transfer and assignment of the Receivables to the Trust
and the issuance of the Certificates. Upon discovery by the Seller, the
Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any
of the foregoing representations and warranties, the party discovering such
breach shall give prompt written notice to the other parties, any Agent and to
any Enhancement Providers.

                  In the event of any breach of any of the representations and
warranties set forth in this Section 2.3 having a material adverse effect on the
interests of the Investor Certificateholders, then either the Trustee or the
Holders of Investor Certificates evidencing not less than a majority in
aggregate unpaid principal amount of all outstanding Investor Certificates, by
notice then given in writing to the Seller (and to the Trustee, any Enhancement
Providers and the Servicer if given by the Investor Certificateholders), may
direct the Seller to purchase the Certificateholders' Interest within 60 days of
such notice (or within such longer period as may be specified in such notice),
and the Seller shall be obligated to make such purchase on a Distribution Date
occurring within such 60-day period on the


                                       32
<PAGE>

terms and conditions set forth below; provided, however, that no such purchase
shall be required to be made if, by the end of such 60-day period (or such
longer period as may be specified), the representations and warranties set forth
in this Section 2.3 shall be true and correct in all material respects, and any
material adverse effect on the Certificateholders' Interest caused thereby shall
have been cured.

                  The Seller shall deposit in the Collection Account in
immediately available funds on the Business Day preceding such Distribution
Date, in payment for such purchase, an amount equal to the sum of the amounts
specified therefor with respect to each outstanding Series in the related
Supplement. Notwithstanding anything to the contrary in this Agreement, such
amounts shall be distributed to the Investor Certificateholders on such
Distribution Date in accordance with Article IV and the terms of each
Supplement. If the Trustee or the Investor Certificateholders give notice
directing the Seller to purchase the Certificateholders' Interest as provided
above, the obligation of the Seller to purchase the Certificateholders' Interest
pursuant to this Section 2.3 shall constitute the sole remedy respecting an
event of the type specified in the first sentence of this Section 2.3 available
to the Investor Certificateholders (or the Trustee on behalf of the Investor
Certificateholders).

                  SECTION 2.4. Representations and Warranties of the Seller
Relating to the Receivables. (a) Representations and Warranties. The Seller
hereby represents and warrants to the Trustee and the Trust that:

                           (i) Each Receivable and all other Trust Assets
                  existing on the Closing Date for the Series issued in 1993 or,
                  in the case of Additional Accounts, on the applicable Addition
                  Date, and on each Transfer Date, has been conveyed to the
                  Trust free and clear of any Lien.

                           (ii) With respect to each Receivable and all other
                  Trust Assets existing on the Closing Date for the Series
                  issued in 1993 or, in the case of Additional Accounts, on the
                  applicable Addition Date, and on each Transfer Date, all
                  consents, licenses, approvals or authorizations of or
                  registrations or declarations with any Governmental Authority
                  required to be obtained, effected or given by the Seller in
                  connection with the conveyance of such Receivable or other
                  Trust Assets to the Trust have been duly obtained, effected or
                  given and are in full force and effect.

                           (iii) On the Cut-Off Date, each Initial Account was
                  an Eligible Account. On the applicable Additional Cut-Off
                  Date, each applicable Additional Account is an Eligible
                  Account. On the date any Receivables are transferred to the
                  Trust, the related Account or Additional Account was or is an
                  Eligible Account or if it was or is an Ineligible Account on
                  such date, such Account is being removed from the Trust in
                  accordance with Section 2.8.



                                       33
<PAGE>

                           (iv) On the Closing Date for the Series issued in
                  1993, in the case of the Initial Accounts, and, in the case of
                  the Additional Accounts, on the applicable Additional Cut-Off
                  Date, and on each Transfer Date, each Receivable conveyed to
                  the Trust on such date is an Eligible Receivable or, if such
                  Receivable is not an Eligible Receivable, the Account relating
                  to such Receivable is an Eligible Account in accordance with
                  Section 2.9.

                  (b) Notice of Breach. The representations and warranties set
forth in this Section 2.4 shall survive the transfer and assignment of the
Receivables to the Trust and the issuance of the Certificates. Upon discovery by
the Seller, the Servicer, any Agent or a Responsible Officer of the Trustee of a
breach of any of the representations and warranties set forth in this Section
2.4, the party discovering such breach shall give prompt written notice to the
other parties and to any Enhancement Providers.

                  (c) Reassignment. In the event any representation or warranty
under Section 2.4(a) is not true and correct as of the date specified therein
with respect to any Receivable or Account and such breach has a material adverse
effect on the Certificateholders' Interest in any such Receivable or Account,
then, within 30 days (or such longer period as may be agreed to by the Trustee)
of the earlier to occur of the discovery of any such event by the Seller or the
Servicer, or receipt by the Seller or the Servicer of written notice of any such
event given by the Trustee, any Agent or any Enhancement Provider, the Seller
shall accept a reassignment of such Receivable or, in the case of such an untrue
representation or warranty with respect to an Account, all Receivables in such
Account, on the Determination Date immediately succeeding the day of such
discovery or notice on the terms and conditions set forth in the next succeeding
paragraph; provided, however, that no such reassignment shall be required to be
made with respect to such Receivable if, by the end of such 30-day period (or
such longer period as may be agreed to by the Trustee), the breached
representation or warranty shall then be true and correct in all material
respects and any material adverse effect caused thereby shall have been cured.

                  The Seller shall accept a reassignment of each such Receivable
by directing the Servicer to deduct, subject to the next sentence, the principal
amount of such Receivables (exclusive of their Discount Portions) from the Pool
Balance on or prior to the end of the Collection Period in which such
reassignment obligation arises. If, following such deduction, the Pool Balance
would be less than the Required Participation Amount on the immediately
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
following such Determination Date), then not later than 12:00 noon New York City
time on the day on which such reassignment occurs, the Seller shall deposit in
the Collection Account in immediately available funds the amount (the "Transfer
Deposit Amount") by which the Pool Balance would be less than the Required
Participation Amount (up to the principal amount of such Receivables exclusive
of the Discount Portions thereof); provided that if the Transfer Deposit Amount
is not deposited as required by this sentence, then the amounts to be deducted
in respect of such Receivables shall only be deducted from the Pool Balance to
the extent that the Pool Balance is not reduced


                                       34
<PAGE>

below the Required Participation Amount and the Receivables, the amounts to be
deducted in respect of which have not been so deducted, shall not be reassigned
to the Seller and shall remain part of the Trust. Upon reassignment of any such
Receivable, but only after payment by the Seller of the Transfer Deposit Amount,
if any, the Trust shall automatically and without further action be deemed to
sell, transfer, assign, set over and otherwise convey to the Seller, without
recourse, representation or warranty, all the right, title and interest of the
Trust in and to such Receivable, all Collateral Security and all moneys due or
to become due with respect thereto and all proceeds thereof. The Trustee shall
execute such documents and instruments of transfer or assignment as shall be
furnished by the Seller and shall take such other actions as shall reasonably be
requested by the Seller, to effect the conveyance of such Receivables pursuant
to this Section. The obligation of the Seller to accept a reassignment of any
such Receivable and to pay any related Transfer Deposit Amount shall constitute
the sole remedy respecting the event giving rise to such obligation available to
Certificateholders (or the Trustee on behalf of Certificateholders).

                  SECTION 2.5. Addition of Accounts. (a) If, on any Distribution
Date, (i) the Pool Balance (for purposes of this paragraph, determined by
excluding from the calculation thereof all Delayed Funding Receivables) as of
the close of business on the last day of the preceding Collection Period is less
than the Required Participation Amount as of such Distribution Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on such Distribution Date), or (ii) the result obtained by multiplying (x)
the Seller's Participation Amount (for purposes of this paragraph, determined by
using the Pool Balance as determined in accordance with this paragraph) as of
such Distribution Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date), by (y) the
percentage equivalent of the portion of the Seller's Interest represented by the
Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day,
then the Seller shall, within 10 Business Days following such Distribution Date,
designate additional Eligible Accounts to be included as Accounts and transfer
to the Trust the Receivables (and the related Collateral Security) of those
Additional Accounts in a sufficient amount such that after giving effect to such
designation and transfer: (i) the Pool Balance (determined in accordance with
this paragraph) as of the close of business on the Addition Date is at least
equal to such Required Participation Amount; and (ii) the result obtained by
multiplying (x) such Seller's Participation Amount (determined in accordance
with this paragraph) by (y) the percentage equivalent of the portion of the
Seller's Interest represented by the Deutsche FRLP Certificate, is at least
equal to 5% of such Pool Balance, as the case may be. The Seller shall satisfy
the conditions specified in Section 2.5(d) in designating such Additional
Accounts and conveying the related Receivables to the Trust. The failure of the
Seller to transfer Receivables to the Trust as provided in this paragraph solely
as a result of the unavailability of a sufficient amount of Eligible Receivables
shall not constitute a breach of this Agreement; provided, however, that any
such failure shall nevertheless result in the occurrence of an Early
Amortization Event described in Section 9.1(a).

                  (b) The Seller may from time to time, at its sole discretion,
subject to the conditions specified in paragraph (d) below, voluntarily
designate additional Eligible Accounts


                                       35
<PAGE>

to be included as Accounts and transfer to the Trust the Receivables (and the
related Collateral Security) of such Additional Accounts.

                  (c) Receivables and Collateral Security from such Additional
Accounts shall be sold to the Trust effective on a date (each an "Addition
Date") specified in a written notice provided by the Seller (or the Servicer on
its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement
Providers specifying the Additional Cut-Off Date and the Addition Date for such
Additional Accounts (each an "Addition Notice") on or before the fifth Business
Day but not more than the 30th day prior to the related Addition Date or, if the
Automatic Addition Condition is satisfied, on the Determination Date following
the Collection Period in which such Addition Dates occur (the "Notice Date"). An
Addition Notice may relate to one or more Accounts added on one or more Addition
Dates.

                  (d) The Seller shall be permitted to convey to the Trust the
Receivables and all Collateral Security related thereto in any Additional
Accounts designated by the Seller as such pursuant to Section 2.5(a) or (b) only
upon satisfaction of each of the following conditions on or prior to the related
Addition Date (except for the condition in clause (vii), if applicable, which
shall be satisfied on or before the tenth Business Day after the applicable
Notice Date):

                           (i) the Seller shall have provided the Trustee, any
                  Agent, the Rating Agencies and any Enhancement Providers with
                  a timely Addition Notice;

                           (ii) such Additional Accounts shall all be Eligible
                  Accounts;

                           (iii) the Seller shall have delivered to the Trustee
                  a duly executed written assignment (including an acceptance by
                  the Trustee) in substantially the form of Exhibit B (the
                  "Assignment") covering the Receivables in the Accounts
                  specified in the Addition Notice and the computer file or
                  microfiche or written list required to be delivered pursuant
                  to Section 2.1;

                           (iv) the Seller shall, to the extent required by
                  Section 4.3, have deposited in the Collection Account all
                  Collections with respect to such Additional Accounts since the
                  Additional Cut-Off Date;

                           (v) (A) no selection procedures reasonably believed
                  by the Seller to be adverse to the interests of the
                  Beneficiaries shall have been used in selecting such
                  Additional Accounts; (B) the list of Additional Accounts
                  delivered pursuant to clause (iii) above shall be true and
                  correct in all material respects as of the Additional Cut-Off
                  Date and (C) as of each of the Notice Date and the Addition
                  Date, neither DFS nor the Seller shall have been insolvent nor
                  shall any of them have been made insolvent by such transfer
                  nor shall any of them be aware of any pending insolvency;



                                       36
<PAGE>

                           (vi) if the Automatic Addition Condition is not
                  satisfied with respect to such addition, the Rating Agency
                  Condition shall have been satisfied with respect to such
                  addition, provided that the Rating Agency Condition must be
                  satisfied for any Additional Account designated pursuant to
                  Section 2.5(b) if such Additional Account contains Asset Based
                  Receivables (or, if such Additional Account contains A/R
                  Receivables if a Participation Interest has been created in
                  such A/R Receivables);

                           (vii) If (A) one or more of the Additional Accounts
                  specified in such Addition Notice shall contain Receivables
                  secured by a security interest in a type of Product that has
                  not been previously financed in the Floorplan Business or (B)
                  one or more of the Additional Accounts is supported by a
                  Floorplan Agreement with a Manufacturer that, as of the
                  related Addition Date, is not an Existing Manufacturer, then,
                  whether or not the Automatic Condition is satisfied, the
                  Rating Agency Condition shall have been satisfied in respect
                  of the addition of each Additional Account specified in
                  clauses (A) and (B) on or prior to the related Addition Date;

                           (viii) the addition of the Receivables arising in
                  such Additional Accounts shall not result in the occurrence
                  of an Early Amortization Event;

                           (ix) the Seller shall have delivered to the Trustee
                  and any Enhancement Providers a certificate of a Vice
                  President or more senior officer confirming (A) the items set
                  forth in paragraphs (ii) through (vii) above and (B) that the
                  Seller reasonably believes that the addition of the
                  Receivables arising in such Additional Accounts shall not
                  result in the occurrence of an Early Amortization Event; and

                           (x) the Seller shall have delivered to the Trustee
                  and any Enhancement Providers (A) an Opinion of Counsel with
                  respect to the Receivables in the Additional Accounts added
                  since the last delivery of such Opinion substantially in the
                  form of Exhibit G-2 and (B) except in the case of an addition
                  required by Section 2.5(a), a Tax Opinion with respect to such
                  addition; provided that if such Opinion of Counsel and Tax
                  Opinion are required to be delivered, they shall be from
                  outside counsel no less frequently than quarterly; provided
                  further that, unless the Rating Agency Condition is satisfied,
                  such Opinion of Counsel and Tax Opinion shall be from outside
                  counsel if the rating of the unsecured long-term debt of the
                  parent of DFS or, if DFS does not have a parent, DFS is below
                  investment grade.

                  (e) The Seller hereby represents and warrants as of the
applicable Addition Date as to the matters set forth in Section 2.5(d)(v). Upon
discovery by the Seller, the Servicer, any Agent, a Responsible Officer of the
Trustee or any Enhancement Providers of a breach of the foregoing
representations and warranties, the party discovering the breach shall


                                       37
<PAGE>

give prompt written notice to the other parties, to any Agent and to any
Enhancement Providers.

                  (f) Notwithstanding anything in this Section 2.5 to the
contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or
prior to the Closing Date for Series 1994-1 need not satisfy clause (i), (vi),
(vii) or (x) of Section 2.5(d).

                  SECTION 2.6. Covenants of the Seller. The Seller hereby
covenants that:

                  (a) No Liens. Except for the conveyances hereunder or as
provided in Section 6.3(c), the Seller shall not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on, any Receivable or any other Trust Asset, whether now existing or
hereafter created, or any interest therein, Seller's Interest or the Seller's
Certificates and the Seller shall defend the right, title and interest of the
Trust in, to and under the Receivables and the other Trust Assets, whether now
existing or hereafter created, and such rights, remedies, powers and privileges,
against all claims of third parties claiming through or under the Seller.

                  (b) Account Allocations. In the event that the Seller is
unable for any reason to transfer Receivables to the Trust, then the Seller
agrees that it shall allocate, after the occurrence of such event, payments on
each Account with respect to the principal balance of such Account first to the
oldest principal balance of such Account and to have such payments applied as
Collections in accordance with the terms of this Agreement. The parties hereto
agree that Non-Principal Receivables, whenever created, accrued in respect of
Principal Receivables which have been conveyed to the Trust shall continue to be
a part of the Trust notwithstanding any cessation of the transfer of additional
Principal Receivables to the Trust and Collections with respect thereto shall
continue to be allocated and paid in accordance with the terms of this
Agreement.

                  (c) Delivery of Collections. In the event that the Seller, DFS
or any Affiliate thereof receives payments in respect of Receivables, the Seller
and DFS agree to pay or cause to be paid to the Servicer or any Successor
Servicer all payments received thereby in respect of the Receivables as soon as
practicable after receipt thereof, but in no event later than two Business Days
after the receipt by the Seller, DFS or any Affiliate thereof.

                  (d) Notice of Liens. The Seller shall notify the Trustee
promptly after becoming aware of any Lien on any Receivable other than the
conveyances hereunder and Participation Interests.

                  (e) Compliance with Law. The Seller hereby agrees to comply
in all material respects with all Requirements of Law applicable to the Seller.

                  (f) Activities of the Seller. The Seller shall not engage in
any business or activity of any kind or enter into any transaction other than
(i) the businesses, activities and


                                       38
<PAGE>

transactions contemplated and authorized by this Agreement or the Related
Documents, (ii) acquiring, selling, financing, holding, assigning, pledging and
otherwise dealing with receivables arising out of the financing of commercial
and consumer products, accounts receivable and other assets and related
activities and transactions or out of unsecured loans, (iii) transferring such
receivables to trusts pursuant to a pooling and servicing agreement or similar
agreement or arrangement, (iv) authorizing, selling and delivering any class of
certificates or other securities of any such trust, (v) issuing, selling,
authorizing and delivering one or more series and classes of bonds, notes or
other evidences of indebtedness secured or collateralized by one or more pools
of receivables or by certificates of any class issued by one or more trusts
(collectively, the "Notes"), provided that the Seller shall have no liability
under any Notes except to the extent of the one or more pools of receivables or
the certificates securing or collateralizing such Notes, (vi) holding and
enjoying all of the rights and privileges of any certificates issued by the
trusts to the Seller under the related agreements and holding and enjoying all
of the rights and privileges of any class of any series of Notes, including any
class of Notes or certificates which may be subordinate to any other class of
Notes or certificates, respectively, (vii) performing its obligations under the
agreements and any indenture or other agreement (each, an "Indenture") pursuant
to which any Notes are issued, (viii) engaging in any activity and exercising
any powers permitted to limited partnerships under the laws of the State of
Delaware that are related or incidental to the foregoing and necessary,
convenient or advisable to accomplish the foregoing, and (ix) any other activity
in connection with which the Rating Agency Condition has been satisfied (such
businesses, activities and transactions, collectively, "Permitted
Transactions").

                  (g) Indebtedness. The Seller shall not create, incur or assume
any indebtedness or issue any securities or sell or transfer any receivables to
a trust or other Person which issues securities in respect of any such
receivables, unless (i) any such indebtedness or securities have no recourse to
any assets of the Seller other than the specified assets to which such
indebtedness or securities relate and (ii) the Rating Agency Condition shall
have been satisfied in connection therewith prior to the incurrence or issuance
thereof.

                  (h) Guarantees. The Seller shall not become or remain liable,
directly or contingently, 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 purchase, agreement to supply or advance
funds, or otherwise, except in connection with Permitted Transactions and unless
the Rating Agency Condition shall have been satisfied with respect thereto.

                  (i) Investments. The Seller shall 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, unless prior thereto the Rating Agency
Condition shall have been satisfied with respect thereto; provided, however,


                                       39
<PAGE>

that the Seller shall not be prohibited under this Section 2.6(i) from making
distributions to its partners.

                  (j) Stock; Merger. The Seller shall not (i) sell any general
partner's interests in the Seller to any Person (other than Deutsche FRI), or
enter into any transaction of merger or consolidation unless (A) the surviving
Person of such merger or consolidation assumes all of the Seller's obligations
under this Agreement, (B) the Seller shall have given the Rating Agencies and
the Trustee at least 10 days' prior notice and the Rating Agency Condition shall
have been satisfied with respect to such transaction and (C) such merger or
consolidation does not conflict with any provisions of the partnership agreement
of the Seller, or (ii) terminate, liquidate or dissolve itself (or suffer any
termination, liquidation or dissolution), or (iii) acquire or be acquired by any
Person, or (iv) otherwise make (or suffer) any material change in the
organization of or method of conducting its business.

                  (k) Agreements. The Seller shall not become a party to, or
permit any of its properties to be bound by, any indenture, mortgage,
instrument, contract, agreement, lease or other undertaking, except this
Agreement, the Related Documents and any document relating to a Permitted
Transaction, or amend or modify its partnership agreement or cancel, terminate,
amend, supplement, modify or waive any of the provisions of the Receivables
Contribution and Sale Agreement or any of the other Related Documents or
request, consent or agree to or suffer to exist or permit any such cancellation,
termination, amendment, supplement, modification or waiver unless, in any such
case, the Rating Agency Condition shall have been satisfied with respect
thereto.

                  (l) Separate Existence. The Seller shall take all reasonable
steps to make it apparent to third Persons that the Seller is an entity with
assets and liabilities distinct from those of DFS and any other Affiliate and
that the Seller is not a division of DFS or any other Person.

                  SECTION 2.7. Removal of Eligible Accounts. (a) On each
Determination Date the Seller shall have the right to remove Eligible Accounts
in the manner prescribed in Section 2.7(b). The termination of an Account by a
Dealer upon such Dealer's payment in full of the Receivables in the related
Account shall not be a removal of such Account for purposes of this Section 2.7.

                  (b) To remove Eligible Accounts, the Seller (or the Servicer
on its behalf) shall take the following actions and make the following
determinations:

                           (i) not less than five Business Days prior to the
                  Removal Date, furnish to the Trustee, any Agent, any
                  Enhancement Providers and the Rating Agencies a Removal Notice
                  specifying the Removal Date, which shall be a Determination
                  Date (which may be a Determination Date on which such Removal
                  Notice is given) on which removal of one or more Accounts (the
                  "Removed Accounts") shall occur;


                                       40
<PAGE>

                           (ii) from and after such Removal Date, cease to
                  transfer to the Trust any and all Receivables arising in such
                  Removed Accounts;

                           (iii) represent and warrant that the removal of any
                  such Eligible Account on any Removal Date shall not, in the
                  reasonable belief of the Seller, cause an Early Amortization
                  Event to occur or cause the Pool Balance to be less than the
                  Required Participation Amount;

                           (iv) represent and warrant that no selection
                  procedures reasonably believed by the Seller to be adverse to
                  the interests of the Beneficiaries were utilized in selecting
                  the Accounts to be removed;

                           (v) cause the Rating Agency Condition to be
                  satisfied with respect to such removal;

                           (vi) deliver to the Trustee, each Rating Agency, any
                  Agent and any Enhancement Providers a Tax Opinion, dated the
                  Removal Date, with respect to such removal;

                           (vii) on or before the related Removal Date, deliver
                  to the Trustee, any Agent and any Enhancement Providers an
                  Officers' Certificate confirming the items set forth in
                  clauses (iii) through (v) above and confirming that the Seller
                  reasonably believes that the removal of the Removed Accounts
                  shall not result in the occurrence of an Early Amortization
                  Event; the Trustee may conclusively rely on such Officers'
                  Certificate and shall have no duty to make inquiries with
                  regard to the matters set forth therein and shall incur no
                  liability in so relying; and

                           (viii) on or before the fifth Business Day after the
                  Removal Date, furnish to the Trustee a computer file,
                  microfiche list or other list of the Removed Accounts that
                  were removed on the Removal Date, specifying for each Removed
                  Account as of the date of the Removal Notice its number, the
                  aggregate amount outstanding in such Removed Account and the
                  aggregate amount of Principal Receivables therein and
                  represent that such computer file, microfiche list or other
                  list of the Removed Accounts is true and complete in all
                  material respects and such Removed Accounts shall be deemed to
                  have been removed from the list of Accounts maintained by the
                  Trustee.

No Accounts shall be so removed if such removal shall result in a reduction or
withdrawal of the rating of any outstanding Series or Class by the applicable
Rating Agency.

                  (c) Subject to Section 2.7(b), on the Removal Date with
respect to any such Removed Account, such Removed Account shall be deemed
removed from the Trust for all purposes. After the Removal Date and upon the
written request of the Servicer, the Trustee

                                       41
<PAGE>

shall deliver to the Seller a reassignment in substantially the form of Exhibit
H (the "Reassignment").

                  SECTION 2.8. Removal of Ineligible Accounts. (a) The date on
which the Seller or the Servicer becomes aware that an Account is an Ineligible
Account shall be the "Removal Commencement Date" with respect to such Account.

                  (b) With respect to each Account that becomes an Ineligible
Account, the Seller (or the Servicer on its behalf) shall take the following
actions and make the following determinations:

                           (i) promptly following the related Removal
                  Commencement Date, furnish to the Trustee, any Agent and any
                  Enhancement Providers a Removal Notice specifying the Removal
                  Commencement Date and the Ineligible Accounts to be removed
                  and the related Removal Date, which shall be a date occurring
                  on or before the next Determination Date (the "Designated
                  Accounts");

                           (ii) determine on the Removal Commencement Date with
                  respect to such Designated Accounts the aggregate balance of
                  Principal Receivables in respect of each Designated Account
                  (the "Designated Balance") and amend Schedule 1 by delivering
                  to the Trustee a computer file or microfiche or written list
                  containing a true and complete list of the Designated Accounts
                  specifying for each such Designated Account, as of the Removal
                  Commencement Date, its account number, the aggregate amount of
                  Receivables outstanding in such Designated Account and the
                  Designated Balance;

                           (iii) from and after such Removal Commencement Date,
                  cease to transfer to the Trust any and all Receivables arising
                  in such Designated Accounts;

                           (iv) if such Account was an Ineligible Account at the
                  time it was originally designated as an Account, from and
                  after such Removal Commencement Date, allocate Collections of
                  Principal Receivables in respect of each Designated Account,
                  first to the oldest outstanding principal balance of such
                  Designated Account, until the Removal Commencement Date with
                  respect thereto; and

                           (v) if such Account was an Ineligible Account at the
                  time it was originally designated as an Account, on each
                  Business Day from and after such Removal Commencement Date to
                  and until the related Removal Date, allocate (A) to the Trust
                  (to be further allocated pursuant to the terms of this
                  Agreement), Defaulted Receivables and Collections of
                  Non-Principal Receivables in respect of each Designated
                  Account, based on the ratio of the


                                       42
<PAGE>

                  aggregate amount of Principal Receivables in all Designated
                  Accounts owned by the Trust on such Business Day to the total
                  aggregate amount of Principal Receivables in all such
                  Designated Accounts on such Business Day and (B) to the
                  Seller, the remainder of the Defaulted Receivables and
                  Collections of Non-Principal Receivables in all such
                  Designated Accounts on such Business Day.

                  (c) On the Removal Commencement Date with respect to any such
Ineligible Account, the Seller shall cease to allocate any Collections therefrom
in accordance herewith and such Account shall be deemed a Removed Account and
shall be deemed removed from the Trust for all purposes. After the Removal
Commencement Date and upon the written request of the Servicer, the Trustee
shall deliver to the Seller a Reassignment.

                  (d) Notwithstanding any other provision of this Agreement,
unless an Account was an Ineligible Account at the time it was originally
designated as an Account, the Reassignment shall remove only such Account and
shall not reassign any Receivable existing in such Account.

                  SECTION 2.9. Sale of Ineligible Receivables. The Seller shall
sell to the Trust on each Transfer Date any and all Receivables arising in any
Eligible Accounts that are Ineligible Receivables, provided that on the Cut-Off
Date or, in the case of Receivables arising in Additional Accounts, on the
related Additional Cut-Off Date, and on the applicable Transfer Date, the
Account in which such Receivables arise is an Eligible Account.

                  SECTION 2.10. Removal of Receivables in Connection with
Overconcentration Amount. (a) If on any Determination Date the Overconcentration
Amount as of the end of the preceding Collection Period exceeds zero, the Seller
may attempt to reduce the Overconcentration Amount to zero by removing
Receivables from the Trust. However, in attempting to reduce the
Overconcentration Amount to zero, the Seller shall not be permitted to remove a
Receivable (a) that has been classified by the Servicer as SAU or NSF for more
than sixty days, (b) that has been charged off, (c) as to which the related
Dealer is in bankruptcy or insolvency proceedings, or (d) if the Servicer
believes that the Receivable will be charged off in the foreseeable future or
that the related Dealer will be in bankruptcy or insolvency proceedings in the
foreseeable future.

                  (b) In order to remove Receivables in accordance with Section
2.10(a), the Seller shall send a notice to the Trustee and the Rating Agencies
identifying the proposed removal date and the Receivables to be removed,
together with a certification by the Seller and the Servicer to the effect that
such removal complies with the terms of this Section 2.10. On the proposed
removal date, the Seller shall remit to the Trustee, for deposit in the
Collection Account, an amount equal to the outstanding principal balances of
such Receivables.


                                       43
<PAGE>

                  (c) The Trustee is hereby authorized to enter into any
assignment documentation reasonably requested and prepared by the Seller in
connection with this Section 2.10.

                                   ARTICLE III

                          Administration and Servicing
                                 of Receivables

                  SECTION 3.1. Acceptance of Appointment and Other Matters
Relating to the Servicer. (a) The Servicer shall service and administer the
Receivables, shall collect payments due under the Receivables and shall
charge-off as uncollectible Receivables, all in accordance with its customary
and usual servicing procedures in effect from time to time for servicing
wholesale receivables comparable to the Receivables which the Servicer services
for its own account and in accordance with the Financing Guidelines; provided,
however, that (i) the Servicer shall change its policy for charging off
wholesale receivables as totally uncollectible only upon satisfaction of the
Rating Agency Condition and (ii) in respect of a Floorplan Agreement, the
obligation of the related Manufacturer to repurchase repossessed Products may be
modified and subject to various terms, but shall not be deleted; and provided,
further, that if a Successor Servicer shall succeed to the duties of the
Servicer, the Successor Servicer shall service the Receivables in accordance
with standards that would be employed by a prudent lender in servicing
comparable receivables for its own account. 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. Without limiting the
generality of the foregoing and subject to Section 10.1, the Servicer is hereby
authorized and empowered, unless such power and authority is revoked by the
Trustee on account of the occurrence of a Servicer Default pursuant to Section
10.1, (i) to instruct the Trustee to make withdrawals and payments from the
Collection Account and any Series Account as set forth in this Agreement or any
Supplement, (ii) to instruct the Trustee to take any action required or
permitted under any Enhancement, (iii) to execute and deliver, on behalf of the
Trust for the benefit of the Certificateholders and the other Beneficiaries, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Receivables and, after the delinquency of any Receivable and to the extent
permitted under and in compliance with applicable Requirements of Law, to
commence enforcement proceedings (which, to the extent permitted by applicable
law, may be in the name of the Servicer) with respect to such Receivables, (iv)
to make any filings, reports, notices, applications, registrations with, and
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
requirement, and (v) to delegate certain of its servicing, collection,
enforcement and administrative duties hereunder with respect to the Accounts and
the Receivables to any Person who agrees to conduct such duties in accordance
with the Financing Guidelines (or such other standards required hereunder in the
case of a Successor Servicer) and this


                                       44
<PAGE>

Agreement; provided, however, that (a) the Servicer shall notify the Trustee,
the Rating Agencies, any Agent and any Enhancement Providers in writing of any
such delegation of its duties which is not in the ordinary course of its
business, (b) no delegation shall relieve the Servicer of its liability and
responsibility with respect to such duties and (c) the Rating Agency Condition
shall have been satisfied with respect to any delegation whether that delegation
is in the ordinary course of business or otherwise. The Trustee shall execute
and deliver to the Servicer any powers of attorney and other documents prepared
by the Servicer and certified by a Servicing Officer as being reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.

                  (b) In the event that the Seller is unable or is not permitted
for any reason to transfer Receivables to the Trust in accordance with the
provisions of this Agreement (including by reason of the application of the
provisions of Section 2.1 or Section 9.2 or any court of competent jurisdiction
ordering that the Seller not transfer any additional Receivables to the Trust)
then, in any such event, the Servicer agrees (i) to give prompt written notice
thereof to the Trustee, any Enhancement Providers, any Agent and each Rating
Agency and (ii) that it shall in any such event allocate, after the occurrence
of such event, Principal Collections with respect to each Account first to the
oldest principal balance of Receivables in such Account, and to have such
payments applied as Collections in accordance with Section 4.2. The parties
hereto agree that Non-Principal Collections with respect to Receivables that are
in the Trust shall continue to be allocated and paid in accordance with the
terms of this Agreement.

                  (c) The Servicer shall not, and any Successor Servicer shall
not 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 in connection with
servicing other wholesale receivables.

                  (d) The Servicer shall comply with and perform its servicing
obligations with respect to the Financing Agreements relating to the Accounts
and the Financing Guidelines (except as otherwise provided in Section 3.1(a)),
except insofar as any failure to so comply or perform would not materially and
adversely affect the rights of the Trust or any of the Beneficiaries. Subject to
compliance with all Requirements of Law and subject to Section 3.1(a), the
Servicer (or DFS) may change the terms and provisions of the Wholesale Financing
Agreements, the Floorplan Agreements, the Accounts Receivable Financing
Agreements, the Asset Based Lending Financing Agreements or the Financing
Guidelines in any respect (including the calculation of the amount or the timing
of charge-offs and the rate of the finance charge assessed thereon), if, in the
reasonable judgment of the Servicer, no Early Amortization Event shall occur as
a result of such change.

                  SECTION 3.2. Servicing Compensation. As full compensation for
its servicing activities hereunder and reimbursement for its expenses as set
forth in the immediately following paragraph, the Servicer shall be entitled to
receive the Servicing Fee on each Distribution Date on or prior to the Trust
Termination Date payable in arrears. The


                                       45
<PAGE>

"Servicing Fee" shall be the aggregate of the Monthly Servicing Fees specified
in the Supplements. The Servicing Fee shall be payable to the Servicer solely to
the extent amounts are available for payment in accordance with the terms of the
Supplements.

                  The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.5 and the reasonable fees and disbursements of
independent accountants and all other expenses (including costs of collection
and legal fees) incurred by the Servicer in connection with its activities
hereunder, and including all other fees and expenses of the Trust not expressly
stated herein to be for the account of or payable by the Certificateholders, the
Seller or the Trust; provided that the Servicer shall not be responsible for
paying federal, state or local income or franchise taxes, if any, of the Seller,
the Trust or any Certificateholder. The Servicer shall be required to pay such
expenses for its own account, and shall not be entitled to any payment therefor
other than the Servicing Fee. The Servicer shall be solely responsible for all
fees and expenses incurred by or on behalf of the Servicer in connection
herewith and the Servicer shall not be entitled to any fee or other payment
from, or claim on, any of the Trust Assets (other than the Servicing Fee).

                  SECTION 3.3. Representations, Warranties and Covenants of the
Servicer. (a) DFS, as Servicer, hereby makes, and any Successor Servicer by its
appointment hereunder shall make, on each Closing Date (and on the date of any
such appointment) the following representations, warranties and covenants:

                           (i) Organization and Good Standing. Such party is a
                  corporation duly organized, validly existing and in good
                  standing under the applicable laws of the state of its
                  incorporation and has, in all material respects, full
                  corporate power, authority and legal rights to own its
                  properties and conduct its wholesale receivable servicing
                  business as such properties are presently owned and as such
                  business is presently conducted, and to execute, deliver and
                  perform its obligations under this Agreement and the
                  applicable Supplement.

                           (ii) Due Qualification. Such party is duly qualified
                  to do business and is in good standing as a foreign
                  corporation (or is exempt from such requirements) and has
                  obtained all necessary licenses and approvals in each
                  jurisdiction in which the servicing of the Receivables as
                  required by this Agreement requires such qualification except
                  where the failure to so qualify or obtain licenses or
                  approvals would not have a material adverse effect on its
                  ability to perform its obligations hereunder and under each
                  Supplement.

                           (iii) Due Authorization. The execution, delivery, and
                  performance of this Agreement and the applicable Supplement
                  has been duly authorized by such party by all necessary
                  corporate action on the part thereof and are within its
                  corporate powers.



                                       46
<PAGE>

                           (iv) Binding Obligation. This Agreement and each
                  applicable Supplement constitutes a legal, valid and binding
                  obligation of such party, enforceable in accordance with its
                  terms, except as enforceability may be limited by applicable
                  bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws now or hereinafter in effect, affecting the
                  enforcement of creditors' rights and except as such
                  enforceability may be limited by general principles of equity
                  (whether considered in a proceeding at law or in equity).

                           (v) No Violation. The execution and delivery of this
                  Agreement and the applicable Supplement by such party, the
                  performance of the transactions contemplated by this agreement
                  and the applicable Supplement and the fulfillment of the terms
                  hereof and thereof applicable to such party shall not conflict
                  with or violate any Requirements of Law applicable to such
                  party or conflict with, violate, 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 material default
                  under any indenture, contract, agreement, mortgage, deed of
                  trust, or other instrument to which such party is a party or
                  by which it is bound.

                           (vi) No Proceedings. There are no proceedings or, to
                  the best knowledge of such party, investigations, pending or
                  threatened against such party before any court, regulatory
                  body, administrative agency or other tribunal or governmental
                  instrumentality seeking to prevent the issuance of the
                  Certificates or the consummation of any of the transactions
                  contemplated by this Agreement and the applicable Supplement,
                  seeking any determination or ruling that, in the reasonable
                  judgment of such party, would materially and adversely affect
                  the performance by such party of its obligations under this
                  Agreement and the applicable Supplement, or seeking any
                  determination or ruling that would materially and adversely
                  affect the validity or enforceability of this Agreement and
                  the applicable Supplement.

                           (vii) No Consents. No authorizations, consents,
                  orders or approvals of or notices to or registrations or
                  declarations or filings with any Governmental Authority are
                  required to be obtained, effected or given by the Servicer in
                  connection with the due execution and delivery of this
                  Agreement and each Supplement by the Servicer and the
                  performance of the transactions contemplated by this Agreement
                  and each Supplement by the Servicer, except for those that
                  have been duly obtained, effected or given and are in full
                  force and effect.

                           (viii) Compliance with Requirements of Law. Such
                  party shall duly satisfy all obligations on its part to be
                  fulfilled under or in connection with the Receivables and the
                  Accounts, shall maintain in effect all qualifications required
                  under Requirements of Law in order to service properly the
                  Receivables and the Accounts and shall comply in all material
                  respects with all Requirements of


                                       47
<PAGE>

                  Law in connection with servicing the Receivables and the
                  Accounts the failure to comply with which would have a
                  material adverse effect on the interests of Beneficiaries.

                           (ix) No Rescission or Cancellation. Such party shall
                  not permit any rescission or cancellation of a Receivable
                  except as ordered by a court of competent jurisdiction or
                  other Governmental Authority; provided that this clause (ix)
                  shall not prohibit a negotiated work-out of defaulted
                  Receivables that enhances the Trust's recovery in respect of
                  such Receivables.

                           (x) Protection of Beneficiaries Rights. Such party
                  shall take no action, nor omit to take any action, which would
                  impair the rights of Beneficiaries in the Receivables nor
                  shall it reschedule, revise or defer payments due on any
                  Receivable except in accordance with the Financing Guidelines
                  (or other servicing standards required hereunder in the case
                  of a Successor Servicer).

                           (xi) Negative Pledge. Except for the conveyance
                  hereunder to the Trustee and the conveyances of Participation
                  Interests permitted by the Receivables Contribution and Sale
                  Agreement, the Servicer shall not sell, pledge, assign or
                  transfer to any other Person, or grant, create, incur, assume
                  or suffer to exist any Lien on, any Receivable sold and
                  assigned to the Trust, whether now existing or hereafter
                  created, or any interest therein, and the Servicer shall
                  defend the rights, title and interest of the Trust in, to and
                  under any Receivable sold and assigned to the Trust, whether
                  now existing or hereafter created, against all claims of third
                  parties claiming through or under the Seller or the Servicer.

                  (b) Notice of Breach. The representations and warranties set
forth in this Section 3.3 shall survive the transfer and assignment of the
Receivables to the Trust and the issuance of the Certificates. Upon discovery by
the Seller, the Servicer or a Responsible Officer of the Trustee of a breach of
any of the representations and warranties or covenants set forth in this Section
3.3, the party discovering such breach shall give prompt written notice to the
other parties and to any Enhancement Providers.

                  (c) Purchase. In the event any covenant under Section
3.3(a)(viii), (ix) or (x) has not been complied with in any material respect
with respect to any Receivable or Account and such non-compliance has a material
adverse effect on the Certificateholders' Interest in such Receivable or
Account, then, within 30 days (or such longer period as may be agreed to by the
Trustee) of the earlier to occur of the discovery of any such event by the
Seller or the Servicer, or receipt by the Seller or the Servicer of written
notice of any such event given by the Trustee or any Enhancement Providers, the
Servicer shall purchase such Receivable or, in the case of non-compliance with
respect to an Account, all Receivables in such Account, on the Determination
Date immediately succeeding the expiration of such 30-day period (or such longer
period as may be agreed to by the Trustee) on the terms and


                                       48
<PAGE>

conditions set forth in the next succeeding paragraph; provided, however, that
no such purchase shall be required to be made with respect to such Receivable
if, by the end of such 30-day period (or such longer period as may be agreed to
by the Trustee) the non-compliance shall have been remedied in all material
respects and any material adverse effect caused thereby shall have been cured.
The Servicer shall effect such purchase by depositing in the Collection Account
in immediately available funds an amount equal to the Purchase Price of such
Receivable. Any such deposit of such Purchase Price into the Collection Account
shall be considered a Transfer Deposit Amount and shall be applied in accordance
with the terms of this Agreement.

                  Upon each such payment of such Purchase Price, the Trust shall
automatically and without further action be deemed to sell, transfer, assign,
set over and otherwise convey to the Servicer, without recourse, representation
or warranty (other than the representation that the Trustee has not sold,
transferred or assigned an interest in the Receivables), all right, title and
interest of the Trust in and to such Receivables, all monies due or to become
due with respect thereto and all proceeds thereof and the related Collateral
Security. The Trustee shall execute such documents and instruments of transfer
or assignment and take such other actions as shall be reasonably requested and
prepared by the Servicer to effect the conveyance of any such Receivables
pursuant to this Section. The obligation of the Servicer to purchase such
Receivables, and to make the deposits required to be made to the Collection
Account as provided in the preceding paragraph, shall constitute the sole remedy
respecting the event giving rise to such obligation available to
Certificateholders or the Trustee on behalf of Certificateholders.

                  SECTION 3.4. Reports and Records for the Trustee. On or before
each Distribution Date, with respect to each outstanding Series, the Servicer
shall deliver to any Enhancement Providers, the Rating Agencies, the Trustee and
each Investor Certificateholder a Distribution Date Statement for such
Distribution Date substantially in the form specified in the related Supplement.

                  SECTION 3.5. Annual Servicer's Certificate and Assertion. The
Servicer shall deliver to the Rating Agencies, the Trustee, any Agent and any
Enhancement Providers on or before March 31 of each calendar year,

                  (a) an Officer's Certificate substantially in the form of
Exhibit C stating that (i) a review of the activities of the Servicer during the
preceding calendar year (or part of the preceding calendar year in the case of
the first Officers' Certificate) and of its performance under this Agreement was
made under the supervision of the officer signing such certificate and (ii) to
the best of such officer's knowledge, based on such review, the Servicer has
performed in all material respects its obligations under this Agreement and each
Supplement throughout such year (or part of such year, as applicable), or, if
there has been a material default in the performance of any such obligation,
specifying each such default known to such officer and the nature and status
thereof, and


                                       49
<PAGE>

                  (b) an assertion (made in accordance with generally accepted
auditing standards) addressed to a firm of nationally recognized independent
certified public accountants, who may also render other services to the Servicer
or to the Seller, stating that (i) the Servicer is responsible for compliance
with the servicing requirements in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9
of this Agreement and Article IV of this Agreement, and the applicable
provisions of the Supplements for the outstanding Series, and (ii) based upon
the evaluation of the Servicer's compliance with the aforementioned sections of
this Agreement and the applicable provisions of the Supplements for the
outstanding Series throughout such year, the Servicer believes that it was in
compliance with the aforementioned sections of this Agreement and the applicable
provisions of the Supplements for the outstanding Series in all material
respects, or, if there has been a material default in the performance of any
such obligations, specifying such default known to the Servicer and the nature
and the status thereof.

                  SECTION 3.6. Annual Independent Public Accountants'
Attestation and Agreed Upon Procedures Report. (a) The Servicer shall cause a
firm of nationally recognized independent certified public accountants, who may
also render other services to the Servicer or to the Seller, to deliver to the
Trustee, the Rating Agencies, each Agent and each Enhancement Provider on or
before March 31 of each year, a report addressed to the Servicer and the
Trustee, to the effect that they have examined the assertion prepared by the
Servicer on the Servicer's compliance with the servicing requirements in
Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9 of this Agreement and Article IV
of this Agreement, and the applicable provisions of the Supplements for the
outstanding Series, and that based upon examination of such assertion, the
Servicer was in compliance with this Agreement and the applicable provisions of
the Supplements for the outstanding Series throughout such year (or part of such
year, as applicable), in all material respects, or, if there has been a material
default in the performance of any such obligations, specifying such default of
the Servicer and the nature thereof.

                  (b) On or before March 31 of each calendar year, the Servicer
shall cause a firm of nationally recognized independent public accountants (who
may also render other services to the Servicer or Seller) to furnish a report
(addressed to the Trustee) to the Trustee, each Agent, the Servicer, each Rating
Agency and each Enhancement Provider to the effect that they have performed
certain agreed upon procedures (and which reports the results of those
procedures), which were agreed to by the Servicer, solely to assist in
evaluating the Servicer's assertion as to the Servicer's compliance with the
servicing requirements in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9 of this
Agreement and Article IV of this Agreement, and the applicable provisions of the
Supplements for the outstanding Series.

                  (c) A copy of each statement, certificate, assertion or report
provided pursuant to Section 3.4, 3.5 or 3.6 may be obtained by any Investor
Certificateholder or Certificate Owner by a request to the Trustee addressed to
the Corporate Trust Office.


                                       50
<PAGE>

                  SECTION 3.7. Tax Treatment. The Seller has entered into this
Agreement and the Investor Certificates have been (or shall be) issued with the
intention that the Investor Certificates shall qualify as indebtedness secured
by the Receivables for Federal income taxes, state and local income and
franchise taxes (if such franchise taxes are imposed on or measured by income)
and any other taxes imposed on or measured by income. The Seller, the Servicer,
each Beneficiary and each Certificateholder and Certificate Owner, by the
acceptance of its Certificate or Book-Entry Certificate or an interest in a
Certificate or a Book-Entry Certificate, as applicable, agrees to treat the
Investor Certificates as indebtedness secured by the Receivables for Federal
income taxes, state and local income and franchise taxes (if such franchise
taxes are imposed on or measured by income) and any other taxes imposed on or
measured by income.

                  SECTION 3.8. Notices to DFS. In the event DFS is no longer
acting as Servicer, any Successor Servicer appointed pursuant to Section 10.2
shall deliver or make available to DFS, as the case may be, each certificate and
report required to be prepared, forwarded or delivered thereafter pursuant to
Sections 3.4, 3.5 or 3.6.

                  SECTION 3.9. Adjustments. (a) If the Servicer adjusts downward
the amount of any Principal Receivable because of a rebate, refund, credit
adjustment or billing error to a Dealer, or because such Receivable was created
in respect of a Product which was refused or returned by a Dealer, then, in any
such case, the Seller's Participation Amount shall be automatically reduced by
the amount of the adjustment. Furthermore, if following such a reduction the
Pool Balance would be less than the Required Participation Amount on the
immediately preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), then the
Seller shall be required to pay an amount equal to such deficiency (up to the
amount of such adjustment) into the Collection Account on the day on which such
reduction occurs (each such payment an "Adjustment Payment").

                  (b) If (i) the Servicer makes a deposit into the Collection
Account in respect of a Collection of a Receivable and such Collection was
received by the Servicer in the form of a check which is not honored for any
reason or (ii) the Servicer makes a mistake with respect to the amount of any
Collection and deposits 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 Collection Account to reflect such dishonored
check or mistake. Any Receivable in respect of which a dishonored check is
received shall be deemed not to have been paid.


                                       51
<PAGE>

                                   ARTICLE IV

                              Rights of Holders and
                    Allocation and Application of Collections

                  SECTION 4.1. Rights of Holders. The Investor Certificates
shall represent fractional undivided interests in the Trust, which, with respect
to each Series, shall consist of the right to receive pari passu, 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 such
Supplement, funds on deposit in the Collection Account allocable to
Certificateholders of such Series pursuant to this Agreement and such
Supplement, funds on deposit in any related Series Account and funds available
pursuant to any related Enhancement (collectively, with respect to all Series,
the "Certificateholders' Interest"); provided 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; provided, further,
that allocations to a Series other than the Dealer Overconcentration Series are
subject to allocations to the Dealer Overconcentration Series. The Seller's
Certificate shall represent a fractional undivided interest in the Trust, which
shall consist of 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 Seller on behalf of all holders
of the Seller's Certificates (the "Seller's Interest"), and shall evidence the
interest in the Trust not allocated to the Certificateholders' Interest;
provided, however, that the Seller's Certificates shall not represent any
interest in the Collection Account, any Series Account or any Enhancement,
except as specifically provided in this Agreement or any Supplement.

                  SECTION 4.2. Establishment of the Collection Account. The
Trustee has established and maintained, and shall continue to maintain, in the
name of the Trust an Eligible Deposit Account bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders and the other Beneficiaries (the "Collection Account"). The
Trustee shall possess all right, title and interest in all funds from time to
time on deposit in, and all Eligible Investments credited to, the Collection
Account and in all proceeds thereof. The Collection Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders and the other Beneficiaries. If, at any time, the Collection
Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10
days after such occurrence, establish a substitute Eligible Deposit Account as
the Collection Account, instruct the Trustee to transfer any cash and/or any
Eligible Investments to such new Collection Account and, from the date any such
substitute account is established, such account shall be the Collection Account.
Neither the Seller nor the Servicer, nor any Person claiming by, through or
under the Seller or Servicer, shall have any right, title or interest in, or any
right to withdraw any amount from, the Collection Account. Pursuant to the
authority granted to the Servicer in Section 3.1, the Servicer shall have the
power, revocable by the Trustee, to instruct the Trustee to make withdrawals and
payments from the


                                       52
<PAGE>

Collection Account for the purposes of carrying out the Servicer's or Trustee's
duties specified in this Agreement.

                  All Eligible Investments shall be held by the Trustee for the
benefit of the Certificateholders and the other Beneficiaries. Funds on deposit
in the Collection Account shall at the direction of the Servicer be invested by
the Trustee solely in Eligible Investments that shall mature so that such funds
shall be available by the close of business on the Business Day preceding the
next Distribution Date (or on or before 10:00 a.m. on such next Distribution
Date in the case of Eligible Investments in respect of which the Trustee is the
obligor). Any request by the Servicer to invest funds in the Collection Account
shall be in writing and shall certify that the requested investment is an
Eligible Investment that matures at or prior to the time required hereby. As of
each Determination Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Collection Account
received on such Determination Date shall be credited to the Collection Account.
Schedule 2, which is hereby incorporated into and made part of this Agreement,
identifies the Collection Account by setting forth the account number of such
account, the account designation of such account and the name of the Eligible
Institution with which such account has been established. If a substitute
Collection Account is established pursuant to this Section 4.2, the Servicer
shall provide to the Trustee an amended Schedule 2, setting forth the relevant
information for such substitute Collection Account.

                  SECTION 4.3. Allocations and Applications of Collections and
Other Funds. (a) Except as otherwise provided in Sections 4.3(b) and (c), the
Servicer shall deposit Collections into the Collection Account as promptly as
possible after the Date of Processing of such Collections, but in no event later
than the second Business Day after such Date of Processing.

                  (b) Notwithstanding anything in this Agreement to the
contrary, for so long as (i) DFS remains the Servicer hereunder, (ii) no
Servicer Default has occurred and is continuing and (iii) (x) DFS arranges for
and maintains a letter of credit or other form of Enhancement in respect of the
Servicer's obligations to make deposits of collections on the Receivables in the
Collection Account that is acceptable in form and substance to each Rating
Agency and any Agents or (y) DFS otherwise obtains the Rating Agency
confirmations described below, then, subject to any limitations in the
confirmations described below, the Servicer need not make the daily deposits of
Collections into the Collection Account as provided in Section 4.3(a), but may
make a single deposit into the Collection Account in same-day funds not later
than 12:00 noon, New York City time, on the Business Day immediately preceding
the Distribution Date in a net amount equal to the amount which would have been
on deposit with respect to the immediately preceding Collection Period in the
Collection Account; provided, however, that prior to ceasing daily deposits as
described above the Seller shall have delivered to the Trustee written
confirmation from each of the Rating Agencies that the failure by DFS to make
daily deposits shall not result in a reduction or withdrawal of the rating of
any outstanding Series or Class.



                                       53
<PAGE>

                  (c) Subject to Section 4.4, but notwithstanding anything else
in this Agreement to the contrary, with respect to any Collection Period,
whether the Servicer is required to make deposits of Collections pursuant to
paragraph (a) or (b) above, (i) the Servicer shall only be required to deposit
Collections into the Collection Account up to the aggregate amount of
Collections required to be deposited into all Series Accounts or, without
duplication, distributed on the related Distribution Date to all Investor
Certificateholders, to each Agent or to each Enhancement Provider pursuant to
the terms of any Supplement or Enhancement Agreement and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer shall be permitted to withdraw the excess from
the Collection Account.

                  The Servicer may make any deposits, distributions or payments
under this Agreement or a Supplement net of any amounts to be distributed or
paid to the Servicer under this Agreement or a Supplement; provided that the
Servicer shall account for such deposits, distributions and payments as if such
amounts were deposited, distributed or paid separately without such netting. The
Servicer shall net the portion of its Monthly Servicing Fee allocated to a
particular Series for a Distribution Date only if amounts deposited in the
Collection Account for that Distribution Date otherwise would be sufficient to
pay the amounts that are payable to that Series on such Distribution Date.

                  (d) Subject to Section 4.5, collections of Non-Principal
Receivables and Principal Receivables, Defaulted Amounts and Miscellaneous
Payments shall be allocated to each Series from and after the related Series
Cut-Off Date as specified in the related Supplement, and amounts so allocated to
any Series shall 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 Seller's Interest,
among the Series in any group and among the Classes in any Series shall be set
forth in the related Supplement or Supplements.

                  (e) With respect to a receivable in which a Receivable and a
Participation Interest are undivided interests, the Servicer shall instruct the
Trustee in writing to distribute (and the Trustee shall distribute) the portion
of a collection allocable to such Participation Interest from the Collection
Account (to the extent it has been deposited into the Collection Account) to the
Servicer not later than one month after the deposit of such portion into the
Collection Account.

                  SECTION 4.4. Unallocated Principal Collections. On each
Distribution Date, (a) the Servicer shall allocate Excess Principal Collections
(as described below) to each Series as set forth in the related Supplement and
(b) the Servicer shall instruct the Trustee in the Distribution Date Statement
for such Distribution Date to withdraw from the Collection Account and pay to
the Seller (i) an amount equal to the excess, if any, of (x) the aggregate
amount, if any, for all outstanding Series of Collections of Principal
Receivables which the related Supplements specify are to be treated as "Excess
Principal Collections" with respect to


                                       54
<PAGE>

such Distribution Date, over (y) the aggregate amount, if any, for all
outstanding Series which the related Supplements specify are "Principal
Shortfalls" with respect to such Distribution Date and, without duplication,
(ii) the aggregate amount for all outstanding Series of that portion of
Principal Collections which the related Supplements specify are to be allocated
and paid to the Seller with respect to such Distribution Date; provided,
however, that, in the case of clauses (i) and (ii), such amounts shall be paid
to the Seller only if the Unconcentrated Pool Balance for such Distribution Date
(determined after giving effect to any Principal Receivables transferred to the
Trust on such date) exceeds the Required Participation Amount for the
immediately preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on such
Distribution Date). The amount held in the Collection Account as a result of the
proviso in the preceding sentence ("Unallocated Principal Collections") shall be
paid to the Seller at the time the Unconcentrated Pool Balance exceeds the
Required Participation Amount for the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and deposits
to be made on the Distribution Date immediately following such Determination
Date); provided, however, that any Unallocated Principal Collections on deposit
in the Collection Account at any time during which any Series is in its
amortization period, accumulation period or Early Amortization Period shall be
deemed to be "Miscellaneous Payments" and shall be allocated and distributed in
accordance with Sections 4.3 and 4.5 and the terms of each Supplement.

                  SECTION 4.5. Allocations to the Dealer Overconcentration
Series. (a) On each Determination Date, the Servicer shall determine whether a
Dealer Overconcentration exists with respect to any Dealer, and, if any Dealer
Overconcentration does exist, shall calculate the Overconcentration Percentage
for each Overconcentrated Dealer. For so long as a Dealer Overconcentration
exists, Principal Collections, Non-Principal Collections, Defaulted Amounts and
Miscellaneous Payments related to an Overconcentrated Dealer shall be allocated
in accordance with paragraph (b) of this Section.

                  (b) Notwithstanding any other provision of this Agreement, (a)
the Overconcentration Percentage of (i) all Principal Collections relating to
each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to
each Overconcentrated Dealer, and (iii) all Defaulted Amounts and Miscellaneous
Payments relating to each Overconcentrated Dealer with respect to each
Collection Period shall be allocated to the Dealer Overconcentration Series, and
(b) the Unconcentrated Percentage of (i) all Principal Collections relating to
each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to
each Overconcentrated Dealer, and (iii) all Defaulted Amounts and Miscellaneous
Payments relating to each Overconcentrated Dealer shall be allocated among the
Seller's Interest and the Certificateholders' Interest of the outstanding Series
(other than the Dealer Overconcentration Series).



                                       55
<PAGE>

                                    ARTICLE V

                          Distributions and Reports to
                               Certificateholders

                  Distributions shall be made to, and reports shall be provided
to, Certificateholders as set forth in the applicable Supplement.

                                   ARTICLE VI

                                The Certificates

                  SECTION 6.1. The Certificates. The Investor Certificates of
any Series or Class may be issued (a) in fully registered form ("Registered
Certificates") and shall be substantially in the form of the exhibits with
respect thereto attached to the applicable Supplement, or (b) in uncertificated
form. The Deutsche FRLP Certificate was issued to the Seller in registered form.
If specified in any Supplement, the Investor Certificates of any Series or Class
shall be issued upon initial issuance as a single certificate evidencing the
aggregate original principal amount of such Series or Class as described in
Section 6.11. The Deutsche FRLP Certificate shall be a single certificate and
shall initially represent the entire Seller's Interest. Each Certificate shall
be executed by manual or facsimile signature on behalf of the Seller by its
President or any Vice President. 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 Seller 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 be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form provided for herein 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 Registered
Certificates and Seller's Certificates shall be dated the date of their
authentication.

                  SECTION 6.2. Authentication of Certificates. The Trustee shall
authenticate and deliver the Investor Certificates of each Series and Class that
are issued upon original issuance to or upon the order of the Seller, which
order may be given under normal or facsimile signature. The Trustee
authenticated and delivered the Deutsche FRLP Certificate to the Seller
simultaneously with its delivery of the Investor Certificates of the first
Series issued hereunder. If specified in the related Supplement for any Series
or Class, the Trustee shall authenticate and deliver outside the United States
the Global Certificate that is issued upon original issuance thereof.

                  SECTION 6.3. New Issuances. (a) The Seller may from time to
time direct the Trustee, on behalf of the Trust, to issue one or more new Series
pursuant to a Supplement.


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<PAGE>

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 Series Issuance Date relating to any new
Series, the parties hereto shall execute and deliver a Supplement which shall
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 on the related Closing Date and to execute and deliver the related
Supplement is subject to the satisfaction of the following conditions:

                           (i) on or before the fifth Business Day immediately
                  preceding the Series Issuance Date (or in the case of the
                  Dealer Overconcentration Series or the Series designated as
                  "Series 2000-1" or "Series 2000-2", on or before the Series
                  Issuance Date of such Series), the Seller shall have given the
                  Trustee, the Servicer, each Rating Agency, any Agent and any
                  Enhancement Provider written notice of such issuance and the
                  anticipated date on which such Series will be issued;

                           (ii) the Seller 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 Seller shall have delivered to the Trustee
                  any related Enhancement Agreement executed by each of the
                  parties thereto, other than the Trustee;

                           (iv) the Rating Agency Condition, if applicable,
                  shall have been satisfied with respect to such issuance;

                           (v) such issuance shall not result in the occurrence
                  of an Early Amortization Event and the Seller shall have
                  delivered to the Trustee, any Agent and any Enhancement
                  Provider a certificate of a Vice President or more senior
                  officer, dated the Series Issuance Date, to the effect that
                  the Seller reasonably believes that such issuance shall not
                  result in the occurrence of an Early Amortization Event and is
                  not reasonably expected to result in the occurrence of an
                  Early Amortization Event at any time in the future;

                           (vi) the Seller shall have delivered to the Trustee
                  and any Enhancement Provider a Tax Opinion, dated the Series
                  Issuance Date, with respect to such issuance;



                                       57
<PAGE>

                           (vii) the result obtained by multiplying (x) the
                  Seller's Participation Amount by (y) the percentage equivalent
                  of the portion of the Seller's Interest represented by the
                  Deutsche FRLP Certificate, shall not be less than 2% of the
                  Pool Balance, in each case as of the Series Issuance Date, and
                  after giving effect to such issuance;

                           (viii) if there are any Delayed Funding Receivables
                  in the Pool Balance, the conditions in clauses (v) and (vii)
                  shall also be satisfied after excluding from the Pool Balance
                  all Principal Receivables that are Delayed Funding
                  Receivables; and

                           (ix) the Seller shall have delivered to the Trustee
                  an Officer's Certificate to the effect that the conditions
                  precedent in this Section 6.3(b) have been satisfied; and

Upon satisfaction of the above conditions, the Trustee shall execute the
Supplement and issue to the Seller the Investor Certificates, if any, of such
Series for execution and redelivery to the Trustee for authentication.

                  (c) The Seller may surrender the Deutsche FRLP Certificate to
the Trustee in exchange for a newly issued Deutsche FRLP Certificate and a
second certificate (a "Supplemental Certificate"), the terms of which shall be
defined in a supplement to this Agreement (which Supplement shall be subject to
Section 13.1 hereof to the extent that it amends any of the terms of this
Agreement), to be delivered to or upon the order of the Seller (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 result obtained by multiplying (x) the
                  Seller's Participation Amount (determined in accordance with
                  Section 2.5(a)) by (y) the percentage equivalent of the
                  portion of the Seller's Interest represented by the Deutsche
                  FRLP Certificate, shall not be less than 2% of the Pool
                  Balance (determined in accordance with Section 2.5(a)), 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);

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


                                       58
<PAGE>

                           (iv) the Seller shall have delivered to the Trustee
                  an Officer's Certificate to the effect that the conditions
                  precedent in this Section 6.3(c) shall have been satisfied.

The Deutsche FRLP Certificate shall at all times be beneficially owned by the
Seller. Any Supplemental Certificate may be transferred or exchanged only upon
satisfaction of the conditions set forth in clauses (ii) and (iii) above.

                  (d) Notwithstanding anything to the contrary in this
Agreement, any Series may be issued in uncertificated form, i.e., without being
evidenced by a certificate of any kind. This is in addition to, and is not the
same as, the fact that certificates of a Series may be issued as Book-Entry
Certificates. All references in this Agreement or a Supplement (x) to a Series
shall be deemed to refer also to an uncertificated Series, and (y) to
Certificateholders of a Series shall be deemed to refer also to the holder or
holders of an uncertificated Series.

                  SECTION 6.4. Registration of Transfer and Exchange of
Certificates. (a) The Trustee shall cause to be kept at the office or agency to
be maintained in accordance with the provisions of Section 11.15 a register (the
"Certificate Register") in which, subject to such reasonable regulations as it
may prescribe, a transfer agent and registrar (the "Transfer Agent and
Registrar") shall provide for the registration of the Registered Certificates
and the Dealer Overconcentration Series, and of transfers and exchanges of the
Registered Certificates and the Dealer Overconcentration Series, as herein
provided. The Transfer Agent and Registrar shall initially be the Trustee and
any co-transfer agent and co-registrar chosen by the Seller and acceptable to
the Trustee. 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.

                  Subject to paragraph (c) below, upon surrender for
registration of transfer of any Registered Certificate at any office or agency
of the Transfer Agent and Registrar maintained for such purpose, one or more new
Registered Certificates (of the same Series and Class) in authorized
denominations shall be executed, authenticated and delivered, in the name of the
designated transferee or transferees.

                  At the option of a Registered Certificateholder, Registered
Certificates (of the same Series and Class) may be exchanged for other
Registered Certificates of authorized denominations upon surrender of the
Registered Certificates to be exchanged at any such office or agency.

                  The preceding provisions of this Section notwithstanding, the
Trustee or the Transfer Agent and Registrar, as the case may be, shall not be
required to register the transfer of or exchange any Certificate for a period of
15 days preceding the due date for any payment with respect to the Certificate.



                                       59
<PAGE>

                  Whenever any Investor Certificates are so surrendered for
exchange, the Seller shall execute, the Trustee shall authenticate, and the
Transfer Agent and Registrar shall deliver the Investor Certificates which the
Investor 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 Investor Certificateholder or the attorney-in-fact thereof duly authorized
in writing.

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

                  All Investor Certificates surrendered for registration of
transfer and exchange or for payment shall be canceled and disposed of in a
manner satisfactory to the Trustee. The Trustee shall cancel and destroy any
Global Certificate upon its exchange in full for Definitive Euro-Certificates
and shall deliver a certificate of destruction to the Seller. Such certificate
shall also state that a certificate or certificates of a Foreign Clearing Agency
to the effect referred to in Section 6.11 was received with respect to each
portion of the Global Certificate exchanged for Definitive Euro-Certificates.

                  The Seller shall execute and deliver to the Trustee Registered
Certificates in such amounts and at such times as are necessary to enable the
Trustee to fulfill its responsibilities under this Agreement and the
Certificates.

                  (b) The Transfer Agent and Registrar shall maintain at its
expense in the Borough of Manhattan, The City of New York, an office or agency
where Investor Certificates may be surrendered for registration of transfer or
exchange.

                  (c) (i) Registration of transfer of Investor Certificates
containing a legend to the effect set forth on Exhibit D-1 shall be effected
only if such transfer is made pursuant to an effective registration statement
under the Act, or is exempt from the registration requirements under the Act. In
the event that registration of a transfer is to be made in reliance upon an
exemption from the registration requirements under the Act, the transferor or
the transferee shall deliver, at its expense, to the Seller, the Servicer and
the Trustee, an investment letter from the transferee, substantially in the form
attached to the applicable Supplement, and no registration of transfer shall be
made until such letter is so delivered.

                  Investor Certificates issued upon registration or transfer of,
or Investor Certificates issued in exchange for, Investor Certificates bearing
the legend referred to above shall also bear such legend unless the Seller, the
Servicer, the Trustee and the Transfer Agent and Registrar receive an opinion of
counsel, satisfactory to each of them, to the effect that such legend may be
removed.


                                       60
<PAGE>

                  Whenever an Investor Certificate containing the legend
referred to above is presented to the Transfer Agent and Registrar for
registration of transfer, the Transfer Agent and Registrar shall promptly seek
instructions from the Servicer regarding such transfer and shall be entitled to
receive and conclusively rely upon instructions signed by a Servicing Officer
prior to registering any such transfer. The Seller hereby agrees to indemnify
the Transfer Agent and Registrar and the Trustee and to hold each of them
harmless against any loss, liability or expense incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or
omitted by them in relation to any such instructions furnished pursuant to this
clause (i).

                  (ii) Registration of transfer of Investor Certificates
containing a legend to the effect set forth on Exhibit D-2 shall be effected
only if such transfer is made to a Person which is not an employee benefit plan,
trust or account, including an individual retirement account, that is subject to
ERISA or that is described in Section 4975(e)(1) of the Code or an entity whose
underlying assets include plan assets by reason of a plan's investment in such
entity (a "Benefit Plan"). By accepting and holding any such Investor
Certificate, an Investor Certificateholder shall be deemed to have represented
and warranted that it is not a Benefit Plan. With respect to any such
Certificate that is a Book-Entry Certificate, by acquiring any interest in such
Book-Entry Certificate a Certificate Owner shall be deemed to have represented
and warranted that it is not a Benefit Plan.

                  SECTION 6.5. 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 and the Trustee such
security or indemnity 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 Seller shall execute, the Trustee shall
authenticate and the Transfer Agent and Registrar shall deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and aggregate fractional undivided interest. In
connection with the issuance of any new Certificate under this Section, the
Trustee or the Transfer Agent and Registrar may require the payment by the
Certificateholder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and Transfer Agent and Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section 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 6.6. Persons Deemed Owners. The Trustee, the Transfer
Agent and Registrar and any agent of any of them may prior to due presentation
of a Registered Certificate for registration of transfer, treat the Person or
Persons in whose name any Registered Certificate is registered as the owner of
such Registered Certificate for the purpose of receiving distributions pursuant
to the terms of the applicable Supplement and for all other


                                       61
<PAGE>

purposes whatsoever; and, in any such case, 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 Investor Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates
owned by the Seller, the Servicer, any other holder of a Seller's Certificate 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 Certificates which a Responsible Officer of 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 Seller,
the Servicer, any other holder of a Seller's Certificate or any Affiliate
thereof.

                  SECTION 6.7. Access to List of Registered Certificateholders'
Names and Addresses. The Trustee shall furnish or cause to be furnished by the
Transfer Agent and Registrar to the Servicer, within five Business Days after
receipt by the Trustee of a request therefor, a list in such form as the
Servicer may reasonably require, of the names and addresses of the Registered
Certificateholders. If three or more holders of Investor Certificates (the
"Applicants") apply to the Trustee, and such application states that the
Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this Agreement or any Supplement or under the
Investor Certificates and is accompanied by a copy of the communication which
such Applicants propose to transmit, then the Trustee, after having been
indemnified to its reasonable satisfaction by such Applicants for its costs and
expenses, shall afford or shall cause the Transfer Agent and Registrar to afford
such Applicants access during normal business hours to the most recent list of
Registered Certificateholders of such Series or all outstanding Series, as
applicable, held by the Trustee, within five Business Days after the receipt of
such application. Such list shall be as of a date no more than 45 days prior to
the date of receipt of such Applicants' request.

                  Every Registered Certificateholder, by receiving and holding a
Registered Certificate, agrees with the Trustee that neither the Trustee, the
Transfer Agent and Registrar, 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 Registered Certificateholders hereunder, regardless of the
sources from which such information was derived.

                  SECTION 6.8. Book-Entry Certificates. Unless otherwise
specified in the related Supplement for any Series or Class, the Investor
Certificates, upon original issuance, shall be issued in the form of one or more
typewritten Investor Certificates representing the Book-Entry Certificates, to
be delivered to the Depository, by, or on behalf of, the Seller. The Investor
Certificates shall initially be registered on the Certificate Register in the
name of the Depository or its nominee, and no Certificate Owner shall receive a
physical certificate representing such Certificate Owner's interest in the
Investor Certificates, except as provided in Section 6.10. Unless and until
certificated, fully registered Investor Certificates ("Definitive


                                       62
<PAGE>

Certificates") have been issued to the applicable Certificate Owners pursuant to
Section 6.10 or as otherwise specified in any such Supplement:

                           (a) the provisions of this Section shall be in full
                  force and effect;

                           (b) the Seller, the Servicer and the Trustee may deal
                  with the Depository and the Depository Participants for all
                  purposes (including the making of distributions) as the
                  authorized representatives of the respective Certificate
                  Owners;

                           (c) to the extent that the provisions of this
                  Section conflict with any other provisions of this Agreement,
                  the provisions of this Section shall control; and

                           (d) the rights of the respective Certificate Owners
                  shall be exercised only through the Depository and the
                  Depository Participants and shall be limited to those
                  established by law and agreements between such Certificate
                  Owners and the Depository and/or the Depository Participants.
                  Pursuant to the Depository Agreement, unless and until
                  Definitive Certificates are issued pursuant to Section 6.10,
                  the Depository shall make book-entry transfers among the
                  Depository Participants and receive and transmit distributions
                  of principal and interest on the related Investor Certificates
                  to such Depository Participants.

                  For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Investor
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of Investor Certificates, such direction or consent may be
given by Certificate Owners (acting through the Depository and the Depository
Participants) owning Investor Certificates evidencing the requisite percentage
of principal amount of Investor Certificates.

                  SECTION 6.9. Notices to Depository. Whenever any notice or
other communication is required to be given to Investor Certificateholders of
any Series or Class with respect to which Book-Entry Certificates have been
issued, unless and until Definitive Certificates shall have been issued to the
related Certificate Owners, the Trustee shall give all such notices and
communications to the applicable Depository.

                  SECTION 6.10. Definitive Certificates. If Book-Entry
Certificates have been issued with respect to any Series or Class and (a) the
Seller advises the Trustee in writing that the Depository is no longer willing
or able to discharge properly its responsibilities under the Depository
Agreement with respect to such Series or Class, and the Trustee or the Seller is
unable to locate a qualified successor, (b) the Seller, at its option, advises
the Trustee in writing that it elects to terminate the book-entry system with
respect to such Series or Class through the Depository or (c) after the
occurrence of a Servicer Default, Certificate owners of such Series or Class
evidencing more than 50% of the aggregate unpaid principal amount of


                                       63
<PAGE>

such Series or Class the Certificates of which are registered in the name of DTC
or its nominee advise the Trustee in writing and the Depository through the
Depository Participants that the continuation of a book-entry system with
respect to the Investor Certificates of such Series or Class through the
Depository is no longer in the best interests of the Certificate Owners with
respect to such Certificates, then the Trustee shall notify all Certificate
Owners of such Certificates, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of any such
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Trustee shall authenticate and deliver such
Definitive Certificates to such Certificate Owners. Neither the Seller nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of such Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of such Definitive Certificates as Investor Certificateholders
hereunder.

                  SECTION 6.11. Global Certificate; Exchange Date. (a) If
specified in the related Supplement for any Series or Class, the Investor
Certificates shall initially be issued in the form of a single temporary global
Certificate (the "Global Certificate") in bearer form, without interest coupons,
in the denomination of the entire aggregate principal amount of such Series or
Class and substantially in the form set forth in the exhibit with respect
thereto attached to the related Supplement. The Global Certificate shall be
authenticated by the Trustee upon the same conditions, in substantially the same
manner and with the same effect as the Definitive Certificates. The Global
Certificate may be exchanged as described below for Registered Certificates in
definitive form (the "Definitive Euro-Certificates").

                  (b) The Manager shall, upon its determination of the date of
completion of the distribution of the Investor Certificates of such Series or
Class, so advise the Trustee, the Seller, the Common Depositary, and each
Foreign Clearing Agency forthwith. A United States institutional investor may
exchange the portion of the Global Certificate beneficially owned by it only for
an equal aggregate principal amount of Registered Certificates bearing the
applicable legend set forth in the form of Registered Certificate attached to
the related Supplement and having a minimum denomination of $500,000, which may
be in temporary form if the Seller so elects. The Seller may waive the $500,000
minimum denomination requirement if it so elects, by delivery of an Officer's
Certificate to the Trustee to such effect. Upon any demand for exchange for
Definitive Euro-Certificates in accordance with this paragraph, the Seller shall
cause the Trustee to authenticate and deliver the Definitive Euro-Certificates
to the Holder and according to the instructions of the Holder, in the case of
Registered Certificates, but in either case only upon presentation to the
Trustee of a written statement substantially in the form of Exhibit F-1 with
respect to the Global Certificate or portion thereof being exchanged, signed by
a Foreign Clearing Agency and dated on the Exchange Date or a subsequent date,
to the effect that it has received in writing or by tested telex a certification
substantially in the form of (i) in the case of beneficial ownership of the


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Global Certificate or a portion thereof being exchanged by a United States
institutional investor pursuant to the second preceding sentence, the
certificate in the form of Exhibit F-2 signed by the Manager which sold the
relevant Certificates or (ii) in all other cases, the certificate in the form of
Exhibit F-3, the certificate referred to in this clause (ii) being dated on the
earlier of the first actual payment of interest in respect of such Certificates
and the date of the delivery of such Certificate in definitive form. Upon
receipt of such certification, the Trustee shall cause the Global Certificate to
be endorsed in accordance with paragraph (d) below. Any exchange as provided in
this Section shall be made free of charge to the holders and the beneficial
owners of the Global Certificate and to the beneficial owners of the Definitive
Euro-Certificates issued in exchange, except that a Person receiving Definitive
Euro-Certificates must bear the cost of insurance, postage, transportation and
the like in the event that such Person does not receive such Definitive
Euro-Certificates in person at the offices of a Foreign Clearing Agency.

                  (c) The delivery to the Trustee by a Foreign Clearing Agency
of any written statement referred to above may be relied upon by the Seller and
the Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Clearing Agency
pursuant to the terms of this Agreement.

                  (d) Upon any such exchange of all or a portion of the Global
Certificate for a Definitive Euro-Certificate or Certificates, such Global
Certificate shall be endorsed by or on behalf of the Trustee to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of such Definitive Euro-Certificate or Certificates. Until so exchanged
in full, such Global Certificate shall in all respects be entitled to the same
benefits under this Agreement as Definitive Euro-Certificates authenticated and
delivered hereunder except that the beneficial owners of such Global Certificate
shall not be entitled to receive payments of interest on the Certificates until
they have exchanged their beneficial interests in such Global Certificate for
Definitive Euro-Certificates.

                  SECTION 6.12. Meetings of Certificateholders. (a) Notice of
any meeting of Investor Certificateholders, setting forth the time and place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given in accordance with Section 13.5, the first mailing and
publication to be not less than 20 nor more than 180 days prior to the date
fixed for the meeting. To be entitled to vote at any meeting of Investor
Certificateholders a Person shall be (i) a Holder of one or more Investor
Certificates of the applicable Series or Class or (ii) a Person appointed by an
instrument in writing as proxy by the Holder of one or more such Investor
Certificates. The only Persons who shall be entitled to be present or to speak
at any meeting of Investor Certificateholders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Seller,
the Servicer and the Trustee and their respective counsel.

                  (b) At a meeting of Investor Certificateholders, Persons
entitled to vote Investor Certificates evidencing a majority of the aggregate
unpaid principal amount of the applicable Series or Class or all outstanding
Series, as the case may be, shall constitute a


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<PAGE>

quorum. No business shall be transacted in the absence of a quorum, unless a
quorum is present when the meeting is called to order. In the absence of a
quorum at any such meeting, the meeting may be adjourned for a period of not
less than 10 days; in the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10
days; at the reconvening of any meeting further adjourned for lack of a quorum,
the Persons entitled to vote Investor Certificates evidencing at least 25% of
the aggregate unpaid principal amount of the applicable Series or Class or all
outstanding Series, as the case may be, shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided above except
that such notice must be given not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage of the aggregate
principal amount of the outstanding applicable Investor Certificates which shall
constitute a quorum.

                  (c) Any Investor Certificateholder who has executed an
instrument in writing appointing a person as proxy shall be deemed to be present
for the purposes of determining a quorum and be deemed to have voted; provided
that such Investor Certificateholder shall be considered as present or voting
only with respect to the matters covered by such instrument in writing. Subject
to the provisions of Section 13.1, any resolution passed or decision taken at
any meeting of Investor Certificateholders duly held in accordance with this
Section shall be binding on all Investor Certificateholders whether or not
present or represented at the meeting.

                  (d) The Trustee shall appoint a temporary chairman of the
meeting. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Holders of Investor Certificates evidencing a majority of
the aggregate unpaid principal amount of Investor Certificates of the applicable
Series or Class or all outstanding Series, as the case may be, represented at
the meeting. No vote shall be cast or counted at any meeting in respect of any
Investors Certificate challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote except as an Investor Certificateholder or proxy. Any meeting of
Investor Certificateholders duly called at which a quorum is present may be
adjourned from time to time, and the meeting may be held as so adjourned without
further notice.

                  (e) The vote upon any resolution submitted to any meeting of
Investor Certificateholders shall be by written ballot on which shall be
subscribed the signatures of Investor Certificateholders or proxies and on which
shall be inscribed the serial number or numbers of the Investor Certificates
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Investor
Certificateholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more


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<PAGE>

persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was published as provided above. The record
shall be signed and verified by the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Servicer and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

                                   ARTICLE VII

                             Other Matters Relating
                                  to the Seller

                  SECTION 7.1. Liability of the Seller. The Seller shall be
liable for all obligations, covenants, representations and warranties of the
Seller arising under or related to this Agreement. Except as provided in the
preceding sentence, the Seller shall be liable only to the extent of the
obligations specifically undertaken by it in its capacity as Seller hereunder.

                  SECTION 7.2. Limitation on Liability of the Seller. Subject to
Sections 7.1, 7.3 and 7.4, neither the Seller, any of its partners, employees or
agents, nor any of the shareholders, directors, officers, employees or agents of
such partners in its capacity as Seller shall be under any liability to the
Trust, the Trustee, the Certificateholders or any other Person for any action
taken or for refraining from the taking of any action in the capacity as Seller
pursuant to this Agreement whether arising from express or implied duties under
this Agreement; provided, however, that this provision shall not protect the
Seller or any such Person against any liability which would otherwise be imposed
by reason of wilful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Seller and any of its partners and any director or officer
or employee or agent of the Seller or any of its partners may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder.

                  SECTION 7.3. Seller Indemnification of the Trust and the
Trustee. The Seller shall indemnify and hold harmless the Trust, for the benefit
of the Certificateholders and the other Beneficiaries, and the Trustee, from and
against any loss, liability, expense, damage or injury suffered or sustained by
reason of any acts, omissions or alleged acts or omissions arising out of
activities of the Trust or the Trustee pursuant to this Agreement, including any
judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that the Seller shall not
indemnify the Trust or the Trustee if such acts, omissions or alleged acts or
omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful
misconduct by the Trustee; and provided further that the Seller shall not
indemnify the Trust, Trustee or the Certificateholders or any other
Beneficiaries for any liabilities, cost or expense of the Trust with respect to
any action taken by the Trustee at the request of any Certificateholders or
other Beneficiaries to the extent the Trustee is fully indemnified by such


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Certificateholders or other Beneficiaries with respect to such action and such
action is inconsistent with their rights hereunder or with respect to any
Federal, state or local income or franchise taxes (or any interest or penalties
with respect thereto) required to be paid by the Trust or any Certificateholder
or other Beneficiary in connection herewith to any taxing authority. Subject to
Section 7.1, any indemnification pursuant to this Section shall only be from (i)
the excess of the Seller's Interest for any date of determination over the
Required Participation Amount as of such date and (ii) any other assets of the
Seller not pledged to third parties or otherwise encumbered in a manner
permitted by the Seller's agreement of limited partnership and shall only be
made after payment in full of any amounts that the Seller is obligated to
deposit in the Collection Account pursuant to this Agreement. Any
indemnification under this Article VII shall survive the resignation or removal
of the Trustee and the termination of this Agreement.

                  SECTION 7.4. Liabilities. Notwithstanding anything to the
contrary in this Agreement, the Seller by entering into this Agreement, and any
holder of any interest in the Seller's Certificate by its acceptance thereof,
agree to be liable, directly to the injured party, for the entire amount of any
losses, claims, damages or liabilities (other than those incurred by an Investor
Certificateholder in its capacity as an Investor Certificateholder) arising out
of or based on the arrangement created by this Agreement or the actions of
Servicer taken pursuant hereto (to the extent Trust Assets remaining after the
Investor Certificateholders and Enhancement Providers, if any, have been paid in
full are insufficient to pay any such losses, claims, damages or liabilities) as
though this Agreement created a partnership under the Delaware Revised Uniform
Partnership Act in which Seller and such holder of the Seller's Certificate were
general partners.

                                  ARTICLE VIII

                     Other Matters Relating to the Servicer

                  SECTION 8.1. Liability of the Servicer. The Servicer shall be
liable under this Article VIII only to the extent of the obligations
specifically undertaken by the Servicer in its capacity as Servicer.

                  SECTION 8.2. Merger or Consolidation of, or Assumption of, the
Obligations of the Servicer. The Servicer shall not consolidate with or merge
with any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

                           (a) the Person formed by such consolidation or with
                  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 a Person
                  organized and existing under the laws of the United States of
                  America or any State or the District of Columbia and, if the
                  Servicer is not the surviving entity, such Person shall
                  assume, without the execution or filing of any paper or any
                  further act on the part of any of the parties hereto, the
                  performance of


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<PAGE>

                  every covenant and obligation of the Servicer hereunder, and
                  upon compliance with paragraph (b) below such Person shall be
                  the Servicer; and

                           (b) the Servicer has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that such consolidation, merger, conveyance or transfer comply
                  with this Section 8.2 and that all conditions provided for in
                  paragraph (a) relating to such transaction have been complied
                  with.

                  Neither this Section 8.2 nor any other part of this Agreement
shall prevent or limit the sale or other transfer of shares of stock of DFS.

                  The Servicer (if DFS) shall notify the Rating Agencies
promptly in the event that DFS ceases to be a wholly-owned indirect subsidiary
of Deutsche Bank AG.

                  SECTION 8.3. Limitation on Liability of the Servicer and
Others. Except as provided in Sections 8.1 and 8.4, neither the Servicer nor any
of the directors or officers or employees or agents of the Servicer, shall be
under any liability to the Trust, the Trustee, the Certificateholders or any
other Person for any action taken or for refraining from the taking of any
action in its capacity as Servicer pursuant to this Agreement; 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 wilful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Servicer and any
director or officer or 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 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 to service the Receivables in accordance with this
Agreement which in its reasonable opinion may involve it in any expense or
liability.

                  SECTION 8.4. Servicer Indemnification of the Trust and the
Trustee. The Servicer shall indemnify and hold harmless the Trust, for the
benefit of the Certificateholders and the other Beneficiaries, and the Trustee,
from the Servicer's own funds, from and against any loss, liability, expense,
damage or injury suffered or sustained by reason of any acts, omissions or
alleged acts or omissions arising out of activities of the Servicer, the Trust
or the Trustee pursuant to this Agreement, including any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided, however, that the Servicer shall not indemnify the Trust or the
Trustee if such acts, omissions or alleged acts or omissions constitute fraud,
gross negligence, breach of fiduciary duty or wilful misconduct by the Trustee;
and provided, further that the Servicer shall not indemnify the Trust, the
Trustee or the Certificateholders or the other Beneficiaries (i) for any
liabilities, cost or expense of the Trust with respect to any action taken by
the Trustee at the request of the Certificateholders or any other Beneficiaries
to the extent the Trustee is fully indemnified by such


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<PAGE>

Certificateholders or other Beneficiaries with respect to such action or (ii)
with respect to any Federal, state or local income or franchise taxes (or any
interest or penalties with respect thereto) required to be paid by the Trust or
the Certificateholders or the other Beneficiaries in connection herewith to any
taxing authority or (iii) for any loss due to the financial inability of any
Dealer to make payments on or with respect to any Receivable. Any
indemnification under this Article VIII shall survive the termination of this
Agreement and the resignation and removal of the Trustee.

                  SECTION 8.5. The Servicer Not to Resign. The Servicer shall
not resign from the obligations and duties hereby imposed on it except upon
determination that (a) the performance of its duties hereunder is no longer
permissible under applicable law and (b) there is no reasonable action which the
Servicer could take to make the performance of its duties hereunder permissible
under applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to
such effect delivered to the Trustee. No such 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 10.2
hereof. If the Trustee is unable within 120 days of the date of such
determination to appoint a Successor Servicer, the Trustee shall serve as
Successor Servicer hereunder.

                  SECTION 8.6. Access to Certain Documentation and Information
Regarding the Receivables. The Servicer shall provide to the Trustee access to
the documentation regarding the Accounts and the Receivables in such cases where
the Trustee is required in connection with the enforcement of the rights of the
Certificateholders, or by applicable statutes or regulations, to review such
documentation, such access being afforded without charge but only (a) upon
reasonable request, (b) during normal business hours, (c) subject to the
Servicer's normal security and confidentiality procedures and (d) at offices
designated by the Servicer. Nothing in this Section 8.6 shall derogate from the
obligation of the Seller, the Trustee or the Servicer to observe any applicable
law prohibiting disclosure of information regarding the Dealers and the failure
of the Servicer to provide access as provided in this Section 8.6 as a result of
such obligation shall not constitute a breach of this Section 8.6.

                  SECTION 8.7. Delegation of Duties. Subject to Section 3.1, in
the ordinary course of business, the Servicer may at any time delegate any
duties hereunder to any Person who agrees to conduct such duties in accordance
with the Financing Guidelines (or, in the case of a Successor Servicer, the
servicing standards required hereunder) and this Agreement. The Servicer shall
give prompt written notice of any such delegation of a material function to the
Rating Agencies, any Agent and any Enhancement Providers. Such delegation shall
not relieve the Servicer of its liability and responsibility with respect to
such duties, and shall not constitute a resignation within the meaning of
Section 8.5 and the Rating Agency Condition shall have been satisfied with
respect to such delegation prior to such delegation.

                  SECTION 8.8. Examination of Records. The Seller and the
Servicer shall indicate generally in its computer files or other records that
the Receivables arising in the

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Accounts have been conveyed to the Trust pursuant to this Agreement for the
benefit of the Certificateholders and the other Beneficiaries. The Seller and
the Servicer shall, prior to the sale or transfer to a third party of any
receivable held in its custody, examine its computer and other records to
determine that such receivable is not a Receivable.

                  SECTION 8.9. Custodial Arrangements. (a) The Servicer shall
maintain custody of all documents, instruments or records that evidence or
relate to Receivables as custodian for the benefit of the Trustee and the
Investor Certificateholders. The Trustee shall have no responsibility or
liability for any acts or omissions or any negligence or wilful misconduct of
the Servicer as such custodian.

                  (b) In performing its duties under this Section 8.9, the
Servicer agrees to act with that degree of skill and care that it exercises with
respect to similar documents, instruments or records that evidence or relate to
receivables owned or serviced by it.

                                   ARTICLE IX

                            Early Amortization Events

                  SECTION 9.1. Early Amortization Events. If any one of the
following events shall occur:

                           (a) a failure by the Seller to convey Receivables in
                  Additional Accounts to the Trust within five Business Days
                  after the day on which it is required to convey such
                  Receivables pursuant to this Agreement; or

                           (b) any Specified Party shall file a petition
                  commencing a voluntary case under any chapter of the Federal
                  bankruptcy laws; or any Specified Party shall file a petition
                  or answer or consent seeking reorganization, arrangement,
                  adjustment, or composition under any other similar applicable
                  Federal law, or shall consent to the filing of any such
                  petition, answer, or consent; or any Specified Party shall
                  appoint, or consent to the appointment of, a custodian,
                  receiver, liquidator, trustee, assignee, sequestrator or other
                  similar official in bankruptcy or insolvency or receivership
                  of it or of any substantial part of its property; or any
                  Specified Party shall make an assignment for the benefit of
                  creditors, or shall admit in writing its inability to pay its
                  debts generally as they become due; or

                           (c) any order for relief against any Specified Party
                  shall have been entered by a court having jurisdiction in the
                  premises under any chapter of the Federal bankruptcy laws, and
                  such order shall have continued undischarged or unstayed for a
                  period of 60 days; or a decree or order by a court having
                  jurisdiction in the premises shall have been entered approving
                  as properly filed a petition seeking reorganization,
                  arrangement, adjustment, or composition of


                                       71
<PAGE>

                  any Specified Party under any other similar applicable Federal
                  law, and such decree or order shall have continued
                  undischarged or unstayed for a period of 120 days; or a decree
                  or order of a court having jurisdiction in the premises for
                  the appointment of a custodian, receiver, liquidator, trustee,
                  assignee, sequestrator, or other similar official in
                  bankruptcy or insolvency or receivership of any Specified
                  Party or of any substantial part of its property or for the
                  winding up or liquidation of its affairs, shall have been
                  entered, and such decree or order shall have remained in force
                  undischarged or unstayed for a period of 120 days; or

                           (d) failure on the part of the Seller, the Servicer
                  or DFS, as applicable, (i) to make any payment or deposit
                  (including any Transfer Deposit Amount or Adjustment Payment)
                  required by the terms of this Agreement or the Receivables
                  Contribution and Sale Agreement on or before the date
                  occurring five Business Days after the date such payment or
                  deposit is required to be made, or (ii) with respect to any
                  Series, to deliver a Distribution Date Statement within ten
                  Business Days after notice from the Trustee of such failure to
                  deliver such Distribution Date Statement, or (iii) in the case
                  of the Seller duly to observe or perform in any material
                  respect the covenant of the Seller set forth in Section 2.6(a)
                  with respect to a Receivable, which failure, in the case of
                  this clause (iii), has a material adverse effect on the
                  interests of the Holders of the Investor Certificates and
                  continues unremedied for a period of 60 days after the date on
                  which notice of such failure, requiring the same to be
                  remedied, shall have been given to the Seller by the Trustee
                  or any Enhancement Provider; provided, however, that an Early
                  Amortization Event pursuant to this clause (iii) shall not be
                  deemed to have occurred if the Seller shall have repurchased
                  the related Receivables or, if applicable, all of the
                  Receivables during such period in accordance with the
                  provisions of this Agreement; or (iv) duly to observe or
                  perform in any material respect any other covenants or
                  agreements of the Seller or the Servicer or DFS, as the case
                  may be, set forth in this Agreement or the Receivables
                  Contribution and Sale Agreement, which failure in the case of
                  this clause (iv) has a material adverse effect on the
                  interests of the Holders of the Investor Certificates and
                  continues unremedied for a period of 45 days after the date on
                  which written notice of such failure, requiring the same to be
                  remedied, shall have been given to the Seller and the Servicer
                  by the Trustee or to the Seller and the Servicer and the
                  Trustee by any Enhancement Provider; or

                           (e) any representation or warranty made by DFS in the
                  Receivables Contribution and Sale Agreement or the Seller in
                  this Agreement or any information contained in a computer file
                  or microfiche or written list required to be delivered by the
                  Seller pursuant to Section 2.1, 2.5, 2.7 or 2.8, (i) shall
                  prove to have been incorrect in any material respect when made
                  or when delivered, and shall continue to be incorrect in any
                  material respect for a


                                       72
<PAGE>

                  period of 60 days after the date on which written notice of
                  such failure, requiring the same to be remedied, shall have
                  been given to the Seller by the Trustee and (ii) as a result
                  of such incorrectness the interests of the Holders of the
                  Investor Certificates are materially and adversely affected
                  (excluding, however, the representation and warranty made by
                  the Seller pursuant to Section 2.3(j) if this Agreement
                  constitutes the grant of a perfected security interest in the
                  Receivables and the Collateral Security and the proceeds
                  thereof under the UCC as then in effect; provided, however,
                  that an Early Amortization Event shall not be deemed to have
                  occurred under this paragraph if the Seller has repurchased
                  the related Receivable or all such Receivables, if applicable,
                  during such period in accordance with the provisions of this
                  Agreement; or

                           (f) the Trust or the Seller shall become an
                  "investment company" within the meaning of the Investment
                  Company Act;

                  then, subject to applicable law, and after the applicable
                  grace period, if any, an amortization event (an "Early
                  Amortization Event") shall occur without any notice or other
                  action on the part of the Trustee, any Agent, the
                  Certificateholders or any other Beneficiary, immediately upon
                  the occurrence of such event.

                  SECTION 9.2. Additional Rights Upon the Occurrence of Certain
Events. (a) If an Insolvency Event occurs with respect to the Seller or the
Seller violates Section 2.6(a) for any reason, the Seller shall on the day such
Insolvency Event or violation occurs (the "Appointment Date") immediately cease
to transfer Receivables to the Trust and shall promptly give notice to the
Trustee of such Insolvency Event or violation and the Trust shall be deemed to
have terminated, subject to the liquidation, winding up and dissolution
procedures described below. Notwithstanding any cessation of the transfer to the
Trust of additional Receivables, Receivables transferred to the Trust prior to
the occurrence of such Insolvency Event or violation and Collections in respect
of such Receivables whenever created or accrued in respect of such Receivables,
shall continue to be a part of the Trust. Within 15 days of the date on which
the Trustee receives notice from the Seller of the Appointment Date, the Trustee
shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event
or violation has occurred and that the Trustee intends to sell, dispose of or
otherwise liquidate the Receivables on commercially reasonable terms and in a
commercially reasonable manner and (ii) give notice to Investor
Certificateholders describing the provisions of this Section and requesting
instructions from such Holders. Unless the Trustee shall have received
instructions within 90 days from the date notice pursuant to clause (ii) above
is first given from (x) Holders of Investor Certificates evidencing more than
50% of the aggregate outstanding principal amount of each Series or, with
respect to any Series with two or more Classes, of each Class, to the effect
that such Investor Certificateholders disapprove of such sale, disposition or
liquidation of the Receivables and wish to continue having Receivables
transferred to the Trust as before such Insolvency Event or violation, and (y)
each Holder of a Supplemental Certificate to such effect, then the Trustee shall
promptly sell, dispose of or


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<PAGE>

otherwise liquidate the Receivables, or cause to be sold, disposed of or
otherwise liquidated, in a commercially reasonable manner and on commercially
reasonable terms, which shall include the solicitation of competitive bids,
provided that if such sale, disposition or liquidation is being made solely on
account of the Seller's violation of Section 2.6(a), then the Trustee shall
effect such sale, disposition or liquidation, or cause such sale, disposition or
liquidation to be effected, only if the net proceeds of such sale, disposition
or liquidation, applied in accordance with Section 9.2(b), shall be sufficient
to pay accrued and unpaid interest on each Series of Certificates plus the
excess of the outstanding principal balance of each Series of Certificates over
the unreimbursed investor charge-offs, if applicable, for such Series. The
Trustee may obtain and conclusively rely upon a prior determination from any
applicable conservator, receiver or liquidator that the terms and manner of any
proposed sale, disposition or liquidation are commercially reasonable. The
provisions of Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive.

                  (b) The proceeds from the sale, disposition or liquidation of
the Receivables pursuant to paragraph (a), net of all reasonable expenses
incurred by the Trustee in connection with such sale, liquidation or other
disposition, which shall be paid to the Trustee from such proceeds ("Insolvency
Proceeds") shall be immediately deposited in the Collection Account. The Trustee
shall determine conclusively the amount of the Insolvency Proceeds which are
deemed to be Non-Principal Receivables and Principal Receivables. The Insolvency
Proceeds shall be allocated and distributed to Investor Certificateholders in
accordance with Article IV and the terms of each Supplement and the Trust shall
terminate immediately thereafter.

                                    ARTICLE X

                                Servicer Defaults

                  SECTION 10.1. Servicer Defaults. If any one of the following
events (a "Servicer Default") shall occur and be continuing with respect to the
Servicer:

                  (a) any failure by the Servicer to make any payment, transfer
or deposit or to give instructions or to give notice to the Trustee to make any
payment, transfer or deposit or to take any action under any Enhancement
Agreement on or before the date such payment, transfer or deposit or such
instruction or notice is required to be made or given, as the case may be, under
the terms of this Agreement, which failure is not cured within five Business
Days after notice of such failure from the Trustee to the Servicer;

                  (b) failure on the part of the Servicer duly to observe or
perform its covenant not to create any Lien on any Receivable which failure has
a material adverse effect on the Certificateholders and which continues
unremedied for a period of sixty (60) days after written notice to it of such
failure; provided, however, that a "Servicer Default" shall not be deemed to
have occurred if the Seller or the Servicer shall have repurchased the related
Receivables or, if applicable, all of the Receivables during such period in
accordance with the provisions of this Agreement;


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                  (c) failure on the part of the Servicer duly to observe or
perform any covenants or agreements of the Servicer set forth in this Agreement
(other than with respect to those specified in clause (a) or (b) above and with
respect to clauses (viii), (ix) and (x) under Section 3.3(a) hereof, to the
extent the terms of Section 3.3(c) hereof have been complied with) which failure
has a material adverse effect on the Certificateholders and which continues
unremedied for a period of thirty (30) days after 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;

                  (d) any representation, warranty or certification made by the
Servicer in this Agreement or in any certificate delivered pursuant to this
Agreement shall prove to have been incorrect when made, which has a material
adverse effect on the rights of the Investor Certificateholders of any Series
and which material adverse effect continues for a period of 60 days after the
date on which written notice thereof, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee; provided, however, that a
"Servicer Default" shall not be deemed to have occurred if the Seller or the
Servicer shall have repurchased the related Receivables or, if applicable, all
of such Receivables during such period in accordance with the provisions of this
Agreement;

                  (e) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator or other similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property, or a decree or order of a
court or agency or supervisory authority having jurisdiction in the premises for
the appointment of a conservator or receiver or liquidator or other similar
official in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of sixty
days; or the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make any assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations;

then, in the event of any Servicer Default, so long as the Servicer Default
shall not have been remedied, the Trustee, by notice then given in writing to
the Servicer (a "Termination Notice"), may terminate all but not less than all
of the rights and obligations (other than its obligations that have accrued up
to the time of such termination) of the Servicer as Servicer under this
Agreement and in and to the Receivables and the proceeds thereof. 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 10.2, all
authority and power of the Servicer under this Agreement shall pass to and be
vested in a Successor Servicer (a "Service Transfer") and, without limitation,
the Trustee is hereby authorized and empowered (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


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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; provided that in no event shall the Servicer
incur any liability for any such action by the Trustee. The Servicer agrees to
cooperate with the Trustee and such Successor Servicer in effecting the
termination of the responsibilities and rights of the Servicer to conduct
servicing hereunder, including the transfer to such Successor Servicer of all
authority of the Servicer to service the Receivables provided for under this
Agreement, including all authority over all Collections which shall on the date
of transfer be held by the Servicer for deposit, or which have been deposited by
the Servicer, in the Collection Account, or which shall thereafter be received
with respect to the Receivables, and in assisting the Successor Servicer. The
Servicer shall promptly transfer its electronic records relating to the
Receivables to the Successor Servicer in such electronic form as the Successor
Servicer may reasonably request and shall promptly transfer to the Successor
Servicer all other records, correspondence and documents necessary for the
continued servicing of the Receivables in the manner and at such times as the
Successor Servicer shall reasonably request. To the extent that compliance with
this Section 10.1 shall require the Servicer to disclose to the Successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interest.

                  Notwithstanding the foregoing, a delay in or failure of
performance under Section 10.1(a) for a period of 10 Business Days or under
Section 10.1(b), (c) or (d) for a period of 60 Business Days, shall not
constitute a Servicer Default if such delay or failure could not be 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 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, any Agents, any Enhancement
Providers, the Seller and the Certificateholders with an Officers' Certificate
giving prompt notice of such failure or delay by it, together with a description
of its efforts so to perform its obligations. The Servicer shall immediately
notify the Trustee in writing of any Servicer Default.

                  SECTION 10.2. Trustee to Act; Appointment of Successor. (a) On
and after the receipt by the Servicer of a Termination Notice pursuant to
Section 10.1, the Servicer shall continue to perform all servicing functions
under this Agreement until the date specified in the Termination Notice or
otherwise specified by the Trustee in writing or, if no such date is specified
in such Termination Notice, or as otherwise specified by the Trustee, until a
date mutually agreed upon by the Servicer and Trustee. The Trustee shall as
promptly as possible after the giving of a Termination Notice appoint an
Eligible Servicer as a successor servicer (the "Successor Servicer"), subject to
the consent of any Enhancement Providers and any Agents, 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


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event that a Successor Servicer has not been appointed or has not accepted its
appointment 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 Sections 3.1 and 8.7. Notwithstanding the above, the
Trustee shall, if it is legally unable so to act, petition a court of competent
jurisdiction to appoint any established institution having a net worth of not
less than $100,000,000 and whose regular business includes the servicing of
wholesale receivables as the Successor Servicer hereunder. The Trustee shall
promptly give notice to the Rating Agencies, any Enhancement Providers, any
Agents and the Certificateholders upon the appointment of a Successor Servicer.

                  (b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to 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 (except that the Successor Servicer shall not be liable for
any liabilities incurred by the predecessor Servicer), and all references in
this Agreement to the Servicer shall be deemed to refer to the Successor
Servicer, except for references in Sections 3.3 (as it relates to the Initial
Servicer) and 8.4 (exclusive of indemnification for acts, omissions, alleged
acts and alleged omissions that constitute fraud, gross negligence, breach of
fiduciary duty or wilful misconduct by the Successor Servicer) and 11.5, which
shall continue to refer to the Initial Servicer. Any Successor Servicer, by its
acceptance of its appointment, shall automatically agree to be bound by the
terms and provisions of any Enhancement Agreement.

                  (c) In connection with any Termination Notice, the Trustee
shall review any bids which it obtains from Eligible Servicers and shall be
permitted to appoint any Eligible Servicer submitting such a bid as a Successor
Servicer for servicing compensation not in excess of the Servicing Fee (provided
that if all such bids exceed the Servicing Fee the Seller at its own expense
shall pay when due the amount of any compensation in excess of the Servicing
Fee); provided, however, that the Seller shall be responsible for payment of the
Seller's portion of the Servicing Fee as determined pursuant to this Agreement
and all other amounts in excess of the Investors' Servicing Fee, and that no
such monthly compensation paid out of Collections shall be in excess of the
Investors' Servicing Fee permitted to the Servicer. The Holders of the Seller's
Certificates agree that if DFS (or any Successor Servicer) is terminated as
Servicer hereunder, the portion of Collections to be paid to the Seller shall be
reduced by an amount sufficient to pay Seller's share of the compensation of the
Successor Servicer.

                  (d) All authority and power granted to the Successor Servicer
under this Agreement shall automatically cease and terminate upon termination of
the Trust pursuant to Section 12.1, and shall pass to and be vested in the
Seller and, without limitation, the Seller 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


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transfer of servicing rights. The Successor Servicer agrees to cooperate with
the Seller in effecting the termination of the responsibilities and rights of
the Successor Servicer to conduct servicing on the Receivables. The Successor
Servicer, at the expense of the Seller, shall transfer its electronic records
relating to the Receivables to the Seller in such electronic form as the Seller
may reasonably request and shall transfer all other records, correspondence and
documents to the Seller in the manner and at such times as the Seller shall
reasonably request. To the extent that compliance with this Section 10.2 shall
require the Successor Servicer to disclose to the Seller information of any kind
which the Successor Servicer deems to be confidential, the Seller shall be
required to enter into such customary licensing and confidentiality agreements
as the Successor Servicer shall deem necessary to protect its interests.

                  All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the Receivables and the other Trust
Assets to the Successor Servicer and amending this Agreement to reflect such
succession as Successor Servicer pursuant to this Article X shall be paid by the
Servicer (or, if the Trustee is the Successor Servicer, the initial Servicer)
upon presentation of reasonable documentation of such costs and expenses.

                                   ARTICLE XI

                                   The Trustee

                  SECTION 11.1. Duties of Trustee. (a) The Trustee, prior to the
occurrence of a Servicer Default of which a Responsible Officer of the Trustee
has 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. If a Servicer Default to the knowledge
of a Responsible Officer 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 all 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, shall examine them to
determine whether they substantially conform to the requirements of this
Agreement.

                  (c) Subject to Section 11.1(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 wilful 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


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                  of the Trustee, unless it shall be proved that the Trustee
                  was negligent in ascertaining the pertinent facts;

                           (ii) the Trustee shall not be charged with knowledge
                  of any Servicer Default or the failure by the Servicer to
                  comply with the obligations of the Servicer referred to in
                  Section 10.1(a) and (b) unless a Responsible Officer of the
                  Trustee obtains actual knowledge of such failure;

                           (iii) the Trustee shall not be charged with knowledge
                  of an Early Amortization Event (or the related Early
                  Amortization Period) unless a Responsible Officer of the
                  Trustee obtains actual knowledge thereof;

                           (iv) 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 the
                  Holders of Investor Certificates relating to the time, method
                  or 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 or any Supplement; and

                           (v) prior to the occurrence of a Servicer Default of
                  which a Responsible Officer has knowledge, and after the
                  curing or waiver of such Servicer Defaults that may have
                  occurred, the duties and obligations of the Trustee shall be
                  determined solely by the express provisions of this Agreement
                  and any Supplements, the Trustee shall not be liable except
                  for the performance of such duties and obligations as shall be
                  specifically set forth in this Agreement and any Supplement,
                  no implied covenants or obligations shall be read into this
                  Agreement or any Supplement against the Trustee and, in the
                  absence of bad faith on the part of the Trustee, the Trustee
                  may conclusively rely, as to the truth of the statements and
                  the correctness of the opinions expressed therein, upon any
                  certificates or opinions furnished to the Trustee and, if
                  specifically required to be furnished pursuant to any
                  provision of this Agreement or any Supplement, conforming to
                  the requirements of this Agreement or such Supplement.

                  (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 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. Notwithstanding the prior


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sentence, the Trustee when acting as Successor Servicer, is still entitled to
indemnification under Sections 7.3 and 8.4.

                  (e) Except as expressly provided in this Agreement, the
Trustee shall have no power to vary the corpus of the Trust including the power
to (i) accept any substitute obligation for a Receivable initially assigned to
the Trust under Section 2.1 or 2.5, (ii) add any other investment, obligation or
security to the Trust or (iii) withdraw from the Trust any Receivables.

                  (f) 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, the Trustee shall be obligated promptly upon a
Responsible Officer of the Trustee obtaining actual knowledge of such failure to
perform such obligation, duty or agreement in the manner so required.

                  (g) If the Seller has agreed to transfer any of its wholesale
receivables (other than the Receivables) to another Person, then upon the
written request of the Seller, the Trustee shall enter into such intercreditor
agreements with the transferee of such receivables as are customary and
necessary to identify separately the rights of the Trustee and the Trust, on the
one hand, and such other Person, on the other hand, in the Seller's wholesale
receivables; provided, however, that the Trustee shall not be required to enter
into any intercreditor agreement which could, in the sole opinion of the
Trustee, adversely affect the interests of the Investor Certificateholders or
the Trustee and, upon the request of the Trustee, the Seller shall deliver an
Opinion of Counsel on any matters relating to such intercreditor agreement,
reasonably requested by the Trustee.

                  (h) 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 with respect to said parties shall be to perform
those duties with respect to said parties 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 party.

                  SECTION 11.2. 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, Officers'
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 any advice or
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken


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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) of which a
Responsible Officer of the Trustee has knowledge, to exercise such of the rights
and powers vested in it by this Agreement or any Supplement, 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, approval, bond or
other paper or document believed by it to be genuine, unless requested so to do
by (i) Holders of Investor Certificates evidencing more than 25% of the
aggregate unpaid principal amount of all Investor Certificates (or, with respect
to any such matters that do not relate to all Series, 25% of the aggregate
unpaid principal amount of the Investor Certificates of all Series to which such
matters relate); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation shall be, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to so proceeding. The reasonable expense of
every such examination shall be paid by the Servicer or, if paid by the Trustee,
shall be reimbursed by the Servicer upon demand;

                  (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 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 may be required by Section 11.1(a) hereof, the
Trustee shall not be required to make any initial or periodic examination of any
documents or records related to the Receivables or the Accounts for the purpose
of establishing the presence or absence of defects, the compliance by the Seller
with its representations and warranties or for any other purpose; and


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<PAGE>

                  (h) the right of the Trustee to perform any discretionary act
enumerated in this Agreement or any Supplement shall not be construed as a duty,
and the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act.

                  SECTION 11.3. Trustee Not Liable for Recitals in Certificates.
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 11.14, 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 or any security
interest of the Trust therein. The Trustee shall not be accountable for the use
or application by the Seller of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the Seller
in respect of the Receivables or deposited in or withdrawn from the Collection
Account or any Series Account.

                  SECTION 11.4. Trustee May Own Certificates. Subject to
compliance with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act:
(x) the Trustee in its individual or any other capacity may become the owner or
pledgee of Investor Certificates and (y) the Trustee in its individual or any
other capacity may deal with the Seller and Servicer in banking and other
transactions with the same rights as it would have if it were not the Trustee.

                  SECTION 11.5. The Servicer to Pay Trustee's Fees and Expenses.
The Servicer covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trust hereby created and in the exercise and performance of any of the power
and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer
shall pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee accordance with any
of the provisions of this Agreement (including the reasonable fees and expenses
of its agents, any co-trustee and counsel) except any such expense, disbursement
or advance as may arise from its negligence or bad faith and except as provided
in the second following sentence. The Servicer's covenants to pay the expenses,
disbursements and advances provided for in the preceding sentence shall survive
the resignation or removal of the Trustee and the termination of this Agreement.
If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the
provisions of this Section 11.5 shall not apply to expenses, disbursements and
advances made or incurred by the Trustee in its capacity as Successor Servicer,
which shall be covered out of the Servicing Fee; provided, however, if such
expenses, disbursements and advances incurred by the Trustee are in amount in
excess of the Servicing Fee, such excess amount shall be paid in full to the
Trustee by DFS. To the extent, if any, that any Federal, state or local taxes
are payable by the Trust, such taxes shall be payable solely out of Trust Assets
an not out of the personal assets of the Trustee.


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<PAGE>

                  SECTION 11.6. Eligibility Requirements for Trustee. The
Trustee hereunder shall at all times be a bank (a) organized and doing business
under the laws of the United States of America or any state thereof authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
Federal or state authority and (b) which is in compliance with subsection
(a)(4)(i) of Rule 3a-7 of the Investment Company Act. If such bank publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority then, for the purpose of
this Section 11.6, the combined capital and surplus of such bank 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 11.6, the Trustee
shall resign immediately in the manner and with the effect specified in Section
11.7.

                  SECTION 11.7. Resignation or Removal of Trustee. (a) The
Trustee may at any time resign and be discharged from the trust hereby created
by giving written notice thereof to the Seller and the Servicer. Upon receiving
such notice of resignation, the Seller shall promptly appoint a successor
trustee 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) The Servicer may remove the Trustee at any time and from
time to time by giving written notice of such removal to the Trustee if any of
the following events or circumstances occurs at any time (such notice to be sent
at least thirty days prior to the date of removal in the case of clause (vi)
below):

                    (i)  the Trustee shall cease to be eligible in accordance
                         with Section 11.6 and shall fail to resign after
                         written request therefor by the Servicer; or

                    (ii) the Trustee shall be legally unable to act; or

                    (iii) the Trustee shall be adjudged a bankrupt or insolvent;
                         or

                    (iv) a receiver of the Trustee or of its property shall be
                         appointed; or

                    (v)  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; or

                    (vi) the Trustee shall fail to perform, as determined by the
                         Servicer in its sole discretion, any of the Trustee's
                         duties or


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<PAGE>

                         responsibilities under this Agreement or any
                         Supplement in a manner and at a cost that is
                         satisfactory to the Servicer.

The Servicer shall promptly appoint a successor trustee 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) Any resignation or removal of the Trustee and appointment
of successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 11.8 hereof.

                  SECTION 11.8. Successor Trustee. (a) Any successor trustee
appointed as provided in Section 11.7 hereof shall execute, acknowledge and
deliver to the Seller 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 to the successor trustee all documents or copies thereof, at the expense
of the Servicer, and statements held by it hereunder; and the Seller 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, power, duties and
obligations. The Servicer shall immediately give notice to each Rating Agency
and the Certificateholders upon the appointment of a successor trustee.

                  (b) No successor trustee shall accept appointment as provided
in this Section 11.8 unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 11.6 hereof.

                  SECTION 11.9. 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
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation shall be
eligible under the provisions of Section 11.6 hereof, 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


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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
11.6 and no notice to Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 11.8 hereof.

                  (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 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 to the
                  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


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<PAGE>

or be removed, all of 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. In the event the Trust shall be
required to file tax returns, the Servicer shall prepare, or shall cause to be
prepared, and shall deliver, or shall cause to be delivered, to the Trustee no
later than five Business Days immediately preceding any applicable due date; the
Trustee shall promptly execute, to the extent it is the appropriate person to so
execute, file any such tax returns to be filed by the Trust and deliver such
executed returns to the Servicer, and such returns shall be filed by the
Servicer. The Servicer in accordance with the terms of the Supplements shall
also prepare or shall cause to be prepared all tax information required by law
to be distributed to the Investor Certificateholders. The Trustee shall
distribute or cause to be distributed such information to the Investor
Certificateholders. The Trustee, upon request, shall 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 or in connection
with the distribution of tax information to the Investor Certificateholders.

                  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
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.

                  SECTION 11.13. Suits for Enforcement. If a Servicer Default
shall occur and be continuing, the Trustee, in its discretion may, subject to
the provisions of Section 10.1, 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. Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Certificateholder any plan of reorganization, arrangement, adjustment or
composition affecting the Certificates or the rights of any Holder thereof, or
authorize the Trustee to vote in respect of the claim of any Certificateholder
in any such proceeding.

                  SECTION 11.14. Representations and Warranties of Trustee. The
Trustee represents and warrants that:


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<PAGE>

                           (i) the Trustee is a banking corporation organized,
                  existing and in good standing under the laws of the State of
                  New York;

                           (ii) 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

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

                  SECTION 11.15. Maintenance of Office or Agency. The Trustee
shall maintain at its expense in the Borough of Manhattan, The City of New York,
an office or offices or agency or agencies 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 Corporate Trust Office as its office such
purposes in New York. The Trustee shall give prompt written notice to the
Servicer and to Holders of the Certificates of a change in the location of the
Certificate Register or any such office or agency. So long as any of the
Certificates are listed on the Luxembourg Stock Exchange and such stock exchange
shall so require, the Trustee shall maintain an additional Paying Agent in
Luxembourg.

                                   ARTICLE XII

                                   Termination

                  SECTION 12.1. Termination of Trust. The Trust and the
respective obligations and responsibilities of the Seller, the Servicer and the
Trustee created hereby (other than the obligation of the Trustee to make
payments to Investor Certificateholders as hereafter set forth) shall terminate,
except with respect to the duties described in Sections 7.3, 8.4, 11.5 and
12.2(b), upon the earlier of (i) December 31, 2014 (the "Final Maturity Date"),
(ii) the day following the Distribution Date on which the Invested Amount for
all Series is zero, but only if the Seller has notified the Trustee that it
wishes the Trust to terminate upon such event and (iii) the time provided in
Section 9.2(b) (the "Trust Termination Date"). The Servicer shall give the
Rating Agencies prompt notice of the termination of the Trust.

                  SECTION 12.2. Final Distribution. (a) The Servicer shall give
the Trustee notice of the Distribution Date on which the Investor
Certificateholders of any Series or Class may surrender their Investor
Certificates for payment of the final distribution on and cancellation of such
Investor Certificates promptly after the Servicer has determined that a final
distribution shall occur. Such notice shall be accompanied by an Officer's
Certificate setting forth the information specified in Section 3.5 covering the
period during the then-current calendar year through the date of such notice.
Upon at least one Business Day's prior written notice by the Servicer, not later
than the fifth day of the month in which the final distribution in respect of
such Series or Class is payable to Investor Certificateholders, the Trustee
shall provide notice to Investor Certificateholders of such Series or Class
specifying


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(i) the date upon which final payment of such Series or Class shall be made upon
presentation and surrender of Investor Certificates of such Series or Class at
the office or offices therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such payment date
is not applicable, payments being made only upon presentation and surrender of
such Investor Certificates at the office or office therein specified. The
Trustee shall give such notice to the Transfer Agent and Registrar and the
Rating Agencies at the time such notice is given to Investor Certificateholders.

                  Notice of the final distribution with respect to any Class of
Certificates listed on the Luxembourg Stock Exchange (so long as the rules
thereof so require) shall be published by the Trustee once in an Authorized
European Newspaper.

                  (b) Notwithstanding a final distribution to the Investor
Certificateholders of any Series or Class (or the termination of the Trust),
except as otherwise provided in this paragraph, all funds then on deposit in the
Collection Account and any Series Account allocated to such Investor
Certificateholders shall continue to be held in trust for the benefit of such
Investor Certificateholders and the Trustee shall pay such funds to such
Investor Certificateholders upon surrender of their Investor Certificates (and
any excess shall be paid in accordance with the terms of any Enhancement
Agreement). In the event that all such Investor Certificateholders shall not
surrender their Investor Certificates for cancellation within six months after
the date specified in the notice from the Trustee described in paragraph (a),
the Trustee shall give a second notice to the remaining such Investor
Certificateholders to surrender their Investor Certificates for cancellation and
receive the final distribution with respect thereto. If within one year after
the second notice all such Investor 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 such Investor
Certificateholders concerning surrender of their Investor Certificates, and the
cost thereof shall be paid out of the funds in the Collection Account or any
Series Account held for the benefit of such Investor Certificateholders. The
Trustee shall pay to the Seller any monies held by it for the payment of
principal or interest with respect to a Series that remain unclaimed for two
years after the date of the first notice of final distribution with respect to
such Series. After such payment to the Seller, Investor Certificateholders
entitled to the money must look to the Seller for payment as general creditors
unless an applicable abandoned property law designates another Person.

                  (c) In the event that the Invested Amount with respect to any
Series is greater than zero on its Termination Date (after giving effect to
deposits and distributions otherwise to be made on such Termination Date), the
Trustee shall sell or cause to be sold on such Termination Date Receivables (or
interests therein) in an amount equal to the sum of (i) the Invested Amount with
respect to such Series on such Termination Date (after giving effect to such
deposits and distributions) plus (ii) accrued and unpaid interest with respect
to such Series; provided, however, that in no event shall such amount exceed the
lesser of (x) such Series' Allocation Percentage (as defined in the Series
Supplements and for the Collection Period in which such Termination Date occurs)
of the aggregate unpaid balance of the


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Principal Receivables on such Termination Date and (y) 110% of such Invested
Amount. The proceeds, net of all reasonable expenses incurred by the Trustee in
connection with such sale, which shall be paid to the Trustee from such proceeds
(the "Termination Proceeds") from such sale shall be immediately deposited into
the Collection Account for the benefit of the Investor Certificateholders of
such Series. The Termination Proceeds shall be allocated and distributed to the
Investor Certificateholders of such Series in accordance with the terms of the
applicable Supplement.

                  SECTION 12.3. Seller's Termination Rights. Upon the
termination of the Trust pursuant to Section 12.1, and the surrender of the
Seller's Certificates the Trustee shall sell, assign and convey to the Seller or
its designee, without recourse, representation or warranty, all right, title and
interest of the Trust in the Receivables, whether then existing or thereafter
created, all Collateral Security with respect thereto, all monies due or to
become due and all amounts received with respect thereto and all proceeds
thereof, except for amounts held by the Trustee pursuant to Section 12.2(b), and
all of the Seller's rights, remedies, powers and privileges with respect to such
Receivables under the Receivables Contribution and Sale Agreement. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, representation or warranty, as shall be reasonably
requested by the Seller to vest in the Seller or its designee all right, title
and interest which the Trust had in all such property.

                                  ARTICLE XIII

                            Miscellaneous Provisions

                  SECTION 13.1. Amendment. (a) This Agreement or any Supplement
may be amended from time to time (including in connection with the issuance of a
Supplemental Certificate) by the Servicer, the Seller and the Trustee without
the consent of any of the Certificateholders, but with prior notice to each
Rating Agency, provided that such amendment shall not, as evidenced by an
Officer's Certificate of the Seller, addressed and delivered to the Trustee,
adversely affect in any material respect the interests of any Investor
Certificateholder. In addition, this Agreement and any Supplement may be amended
by the Servicer and the Trustee at the direction of the Seller without the
consent of any of the Certificateholders: (1) to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable the Seller or any
of its Affiliates (including Deutsche Bank AG) to minimize or avoid capital
charges under any applicable law, rule, regulation or guideline relating to
regulatory or risk-based capital, or (2) to enable all or a portion of the Trust
to qualify as a partnership for federal income tax purposes under applicable
regulations on the classification of entities as partnerships or corporations
under the Internal Revenue Code, and to the extent that such regulations
eliminate or modify the need therefor, to modify or eliminate existing
provisions of this Agreement or any Supplement relating to the intended
availability of partnership treatment of the Trust for federal income tax
purposes, or (3) to enable all or a portion of the Trust to qualify as, and to
permit an election to be made to cause the Trust to be treated as, a "financial
asset securitization investment trust," as described in the provisions of the
"Small


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<PAGE>

Business Job Protection Act of 1996," H.R. 3448 (and, in connection with any
such election, to modify or eliminate existing provisions of this Agreement or
any Supplement relating to the intended Federal income tax treatment of the
Certificates and the Trust in the absence of such election, which may include
elimination of the sale of Receivables, upon the occurrence of an insolvency
event with respect to Seller, pursuant to the Agreement and certain provisions
of the Agreement relating to the liability of the Seller), or (4) to enable the
Seller or any of its Affiliates to comply with or obtain more favorable
treatment under any law or regulation or any accounting rule or principle, so
long as in each case the Rating Agency Condition has been satisfied and, in the
case of (2) or (3), the Seller and the Trustee have received an Opinion of
Counsel to the effect that such amendment shall not adversely affect the
characterization of the Investor Certificates of any outstanding Series or Class
as debt or as interests in a partnership. Notwithstanding anything contained
herein to the contrary, the Trustee, with the consent of any Enhancement
Providers, may at any time and from time to time amend, modify or supplement the
form of Distribution Date Statement. Notwithstanding anything contained herein
to the contrary, this Agreement or any Supplement may be amended from time to
time by the Servicer, the Seller and the Trustee without the consent of any of
the Certificateholders, but only upon satisfaction of the Rating Agency
Condition, to change in any manner the treatment of Delayed Funding Receivables
under this Agreement or any such Supplement. In addition, this Agreement or any
Supplement may be amended from time to time by the Seller, the Servicer and the
Trustee, without the consent of any Certificateholder, in order to make changes
required in order to obtain a listing of any Class of any Series on the
Luxembourg Stock Exchange.

                  (b) In the event that Section 13.1(a) is not then applicable,
this Agreement or any Supplement may be amended from time to time (including in
connection with the issuance of a Supplemental Certificate) by the Servicer, the
Seller and the Trustee, with the consent of the Holders of Investor Certificates
evidencing more than 50% of the aggregate unpaid principal amount of the
Investor Certificates of all adversely affected Series and with prior notice to
each Rating Agency, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or any
Supplement 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, any distributions required to be made to any
Investor Certificateholders or deposits of amounts to be so distributed or the
amount available under any Enhancement without the consent of each affected
Investor Certificateholder, (ii) change the definition of or the manner of
calculating the interest of any Investor Certificateholder without the consent
of each affected Investor Certificateholder, (iii) reduce the aforesaid
percentage required to consent to any such amendment without the consent of each
Investor Certificateholder or (iv) adversely affect the rating of any Series or
Class by any Rating Agency without the consent of all of the Holders of the
Investor Certificates of such Series or Class. 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 Officer's Certificate of the Seller, addressed and delivered to
the Trustee, adversely affect in any material respect the interests of any
Investor Certificateholder of such Series. The Trustee may, but shall not be


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<PAGE>

obligated to, enter into any such amendment which affects the Trustee's rights,
duties or immunities under this Agreement or otherwise.

                  (c) Promptly after the execution of any such amendment or
consent (other than an amendment pursuant to paragraph (a)), the Trustee shall
furnish notification of the substance of such amendment to each Investor
Certificateholder, and the Servicer shall furnish notification of the substance
of such amendment to each Rating Agency, each Agent and each Enhancement
Provider.

                  (d) It shall not be necessary for the consent of Investor
Certificateholders under this Section 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 Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

                  (e) Notwithstanding anything in this Section 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 written consent of such Enhancement Provider.

                  (f) Any Supplement executed in accordance with the provisions
of Section 6.3 shall not be considered an amendment to this Agreement for the
purposes of this Section.

                  (g) Prior to the execution of any amendment to this Agreement,
the Trustee shall be entitled to receive and rely upon (i) an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent to such execution and delivery have
been satisfied and (ii) the Opinion of Counsel required by Section 13.2(d). The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's own rights, duties or immunities under this Agreement.

                  SECTION 13.2. Protection of Right, Title and Interest to
Trust. (a) The Servicer shall cause this Agreement, all amendments hereto and/or
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 Assets 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 fully to preserve and
protect the right, title and interest of the Certificateholders and the Trustee
hereunder to all property comprising the Trust. The Servicer shall deliver to
the Trustee file-stamped copies of, or filing receipts for, any document
recorded, registered or filed as provided above, as soon as available following
such recording, registration or filing. The Seller shall cooperate fully with
the


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<PAGE>

Servicer in connection with the obligations set forth above and shall execute
any and all documents reasonably required to fulfill the intent of this Section
13.2(a).

                  (b) Within 30 days after the Seller or the Servicer makes any
change in its name, identity or corporate structure which would make any
financing statement or continuation statement filed in accordance with Section
13.2(a) seriously misleading within the meaning of Section 9-402(7) of the UCC
as in effect in the applicable jurisdiction (including as a result of a
Designated Affiliate Transfer), the Seller shall give the Trustee and any Agent
notice of any such change and shall file such financing statements or amendments
as may be necessary to continue the perfection of the Trust's security interest
in the Receivables and the proceeds thereof.

                  (c) The Seller and the Servicer shall give the Trustee and any
Agent prompt written notice of any relocation of any office from which it
services Receivables or keeps Records concerning the Receivables or of its
principal executive office if, 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 security
interest in the Receivables and the proceeds thereof. The Seller and the
Servicer shall at all times maintain each office from which it services
Receivables and its principal executive office within the United States of
America.

                  (d) The Servicer shall deliver to the Trustee, any Agent and
any Enhancement Provider, upon the execution and delivery of each amendment of
this Agreement or any Supplement, an Opinion of Counsel to the effect specified
in Exhibit G-1.

                  SECTION 13.3. Limitation on Rights of Certificateholders. (a)
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor shall such death or incapacity entitle such
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 Investor Certificateholder shall have any right to vote
(except as expressly provided in this Agreement) 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 Investor
Certificateholders from time to time as partners or members of an association,
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 institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Investor Certificateholder


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previously shall have made, and unless the Holders of Investor Certificates
evidencing more than 50% of the aggregate unpaid principal amount of all
Investor Certificates (or, with respect to any such action, suit or proceeding
that does not relate to all Series, 50% of the aggregate unpaid principal amount
of the Investor Certificates of all Series to which such action, suit or
proceeding relates) shall have made, a 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
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each Investor
Certificateholder with every other Investor Certificateholder and the Trustee,
that no one or more Investor 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 other of the Investor Certificates, or to obtain or seek to obtain priority
over or preference to any other such Investor Certificateholder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Investor Certificateholders except as
otherwise expressly provided in this Agreement. For the protection and
enforcement of the provisions of this Section, each and every Investor
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                  SECTION 13.4. No Petition. The Servicer, DFS (if it is no
longer the Servicer) and the Trustee (not in its individual capacity but solely
as Trustee), by entering into this Agreement, each Investor Certificateholder,
by accepting an Investor Certificate or an interest in an Investor Certificate,
each holder of a Supplemental Certificate by accepting a Supplemental
Certificate and any Successor Servicer and each other Beneficiary and each
Certificate Owner, by accepting the benefits of this Agreement, hereby covenants
and agrees or is deemed to covenant and agree, that they shall not at any time
institute against, or encourage or solicit any Person to institute against,
Deutsche FRLP, the general partner of Deutsche FRLP or the Trust, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law.

                  SECTION 13.5. GOVERNING LAW. THIS AGREEMENT AND THE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  SECTION 13.6. Notices. (a) All demands, notices, instructions,
directions and communications (collectively, "Notices") under this Agreement
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, to (i) in
the case Deutsche FRLP, 655 Maryville Centre Drive,


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<PAGE>

St. Louis, Missouri 63141, Attention: Secretary, (ii) in the case of DFS, 655
Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary, (iii)
in the case of the Trustee, 450 West 33rd Street, 14th Floor, New York, New York
10001, Attention: Capital Markets Fiduciary Services, Deutsche Floorplan
Receivables, (iv) in the case of Standard & Poor's, 55 Water Street, 40th Floor,
New York, New York 10041, Attention: Asset Backed Surveillance Department, (v)
in the case of Moody's, 99 Church Street, New York, New York 10007, Attention:
Structured Finance Surveillance, (vi) in the case of Fitch, One State Street
Plaza, New York, New York 10004, or, as to each party and Rating Agency, at such
other address as shall be designated by such party or Rating Agency in a written
notice to each other party.

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

                  SECTION 13.7. 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 provisions of this Agreement or of the
Certificates or rights of the Certificateholders.

                  SECTION 13.8. Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Section 8.2, this Agreement may
not be assigned by the Servicer.

                  SECTION 13.9. Certificates Nonassessable and Fully Paid. It is
the intention of the parties to this Agreement that the Investor
Certificateholders shall not be personally liable for obligations of the Trust,
that the interests in the Trust represented by the Investor Certificates shall
be nonassessable for any losses or expenses of the Trust or for any reason
whatsoever and that Investor Certificates upon authentication thereof by the
Trustee are and shall be deemed fully paid.

                  SECTION 13.10. Further Assurances. The Seller and the Servicer
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the Trustee more
fully to effect the purposes of this Agreement, including 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. No Waiver, Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Trustee or the
Certificateholders, any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof; nor shall


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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 provided under this Agreement are cumulative and not exhaustive of
any rights, remedies, powers and privileges provided by law.

                  SECTION 13.12. 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 13.13. Third-Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon the parties hereto, the
Certificateholders and the other Beneficiaries and their respective successors
and permitted assigns. Except as otherwise expressly provided in this Agreement,
no other Person shall have any right or obligation hereunder.

                  SECTION 13.14. Actions by Certificateholders. Any request,
demand, authorization, direction, notice, consent, waiver or other act by a
Certificateholder shall bind such Certificateholder and every subsequent holder
of any Certificate issued upon the registration of transfer of the Certificates
of such Certificateholder 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 any such
Certificate.

                  SECTION 13.15. 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, each of the Seller, the
Trustee, the Servicer and any Enhancement Providers agree to cooperate with each
other to provide to any Investor Certificateholders of such Series or Class and
to any 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.

                  SECTION 13.16. Action by Trustee. Upon any application or
request by the Seller or Servicer to the Trustee to take any action under any
provision under this Agreement, the Seller or Servicer, as the case may be,
shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such Counsel all such conditions precedent, if any, have been
complied with. The Trustee shall be entitled to conclusively rely on the
Officer's Certificate or the Opinion of Counsel, as the case may be, as
authority for any action undertaken in connection therewith.

                  SECTION 13.17. Merger and Integration. Except as specifically
stated otherwise herein, this Agreement sets forth the entire understanding of
the parties relating to


                                       95
<PAGE>

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

                  SECTION 13.19. Continued Effectiveness of the Existing
Pooling and Servicing Agreement. As amended and restated hereby, the Existing
Pooling and Servicing Agreement shall continue to be in full force and effect
and is hereby ratified and confirmed in all respects.

                  SECTION 13.20. Submission to Jurisdiction. Each of the parties
hereto hereby irrevocably and unconditionally: (a) submits for itself and its
property in any legal action or proceeding relating to this Agreement, any
Supplement, the Assignments, the Reassignments or the other documents executed
and delivered in connection herewith or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Person at its address determined in accordance with Section 13.6; and

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.

                  SECTION 13.21. Actions by Seller on Behalf of Trust. The
Seller shall have the right on behalf of the Trust to make any filings, reports,
notices, applications, 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 requirement, and
the parties hereto hereby ratify and approve all such filings, reports, notices,
applications, registrations with, consents or authorizations made, sought or
obtained by the Seller prior to the date hereof.



                                       96
<PAGE>

                  IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Pooling and Servicing Agreement to be duly executed as of the
day and year first above written.


                                      DEUTSCHE FLOORPLAN RECEIVABLES,
                                      L.P., Seller


                                      By: DEUTSCHE FLOORPLAN RECEIVABLES,
                                          INC., General Partner


                                      By____________________________________
                                          Name: Richard H. Schumacher
                                          Title: President


                                      By____________________________________
                                          Name: Richard C. Goldman
                                          Title: Senior Vice President


                                      DEUTSCHE FINANCIAL SERVICES
                                      CORPORATION, Servicer


                                      By____________________________________
                                          Name: Richard H. Schumacher
                                          Title: Senior Vice President


                                      By____________________________________
                                          Name: Richard C. Goldman
                                          Title: Senior Vice President



                                       S-1
<PAGE>

                                      THE CHASE MANHATTAN BANK,
                                      Trustee


                                      By____________________________________
                                          Name:
                                          Title:








                                       S-2
<PAGE>

                                                                      EXHIBIT A



                                   [RESERVED]










                                       A-1
<PAGE>

                                                                       EXHIBIT B



            FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

                          (As required by Section 2.05
                          ----------------------------
                     of the Pooling and Servicing Agreement)
                     ---------------------------------------


                  ASSIGNMENT No.    OF RECEIVABLES IN ADDITIONAL ACCOUNTS
dated as of , , among Deutsche Floorplan Receivables, L.P., as seller (the
"Seller"), Deutsche Financial Services Corporation ("DFS"), as servicer (the
"Servicer"), and The Chase Manhattan Bank, as trustee (the "Trustee"), pursuant
to the Pooling and Servicing Agreement referred to below.

                              W I T N E S S E T H :
                              - - - - - - - - - -

                  WHEREAS the Seller, the Servicer and the Trustee are parties
to the Amended and Restated Pooling and Servicing Agreement dated as of April 1,
2000 (as amended, amended and restated or otherwise modified from time to time,
the "Agreement");

                  WHEREAS, pursuant to the Agreement, the Seller wishes to
designate Additional Accounts to be included as Accounts and to convey the
Receivables and related Collateral Security of such Additional Accounts, whether
now existing or hereafter created, to the Trust as part of the corpus of the
Trust (as each such term is defined in the Agreement); and

                  WHEREAS the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

                  NOW, THEREFORE, the Seller, the Servicer and the Trustee
hereby agree as follows:

                  1. Defined Terms. All capitalized terms used herein shall
have the meanings ascribed to them in the Agreement unless otherwise defined
herein.

                  "Addition Date" shall mean, with respect to the Additional
Accounts designated hereby,                             , 20     .
                            ----------------------------    -----

                  2. Designation of Additional Accounts. The Seller hereby
delivers herewith a computer file or microfiche or written list containing a
true and complete list of all


                                       B-1
<PAGE>

such Additional Accounts specifying for each such Account, as of the Additional
Cut-Off Date, its account number, the aggregate amount of Receivables
outstanding in such Account and the aggregate amount of Principal Receivables in
such Account. Such file or list shall, as of the date of this Assignment,
supplement Schedule 1 to the Agreement.

                  3. Conveyance of Receivables. (a) The Seller does hereby sell,
transfer, assign, set over and otherwise convey, without recourse (except as
expressly provided in the Agreement), to the Trust for the benefit of the
Certificateholders and the other Beneficiaries, all its right, title and
interest in, to and under the Receivables in such Additional Accounts and all
Collateral Security with respect thereto, owned by the Seller and existing at
the close of business on the Additional Cut-Off Date and thereafter created from
time to time until the termination of the Trust, all monies due or to become due
and all amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State of
Missouri and Recoveries) thereof. The foregoing sale, transfer, assignment,
set-over and conveyance does not constitute and is not intended to result in the
creation or an assumption by the Trust, the Trustee, any Agent or any
Beneficiary of any obligation of the Servicer, the Seller or any other Person in
connection with the Accounts, the Receivables or under any agreement or
instrument relating thereto, including any obligation to any Dealers.

                  (b) In connection with such sale, the Seller agrees to record
and file, at its own expense, a financing statement on form UCC-1 (and
continuation statements when applicable) with respect to the Receivables now
existing and hereafter created for the sale of chattel paper (as defined in
Section 9-105 of the UCC as in effect in any state where the Seller's or the
Servicer's chief executive offices or books and records relating to the
Receivables are located) meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect the sale and
assignment of the Receivables and the Collateral Security to the Trust, and to
deliver a file-stamped copy of such financing statements or other evidence of
such filing to the Trustee on or prior to the Addition Date. The Trustee shall
be under no obligation whatsoever to file such financing statement, or a
continuation statement to such financing statement, or to make any other filing
under the UCC in connection with such sales.

                  (c) In connection with such sale, the Seller further agrees,
at its own expense, on or prior to the Addition Date, to indicate in its
computer files that the Receivables created in connection with the Additional
Accounts designated hereby have been sold and the Collateral Security assigned
to the Trust pursuant to this Assignment for the benefit of the
Certificateholders and the other Beneficiaries.

                  4. Acceptance by Trustee. Subject to the satisfaction of the
conditions set forth in Section 6 of this Assignment, the Trustee hereby
acknowledges its acceptance, on behalf of the Trust, of all right, title and
interest previously held by the Seller to the property, now existing and
hereafter created, conveyed to the Trust pursuant to Section 3(a) of this


                                       B-2
<PAGE>

Assignment, and declares that it shall maintain such right, title and interest,
upon the trust set forth in the Agreement for the benefit of the
Certificateholders and other Beneficiaries. The Trustee further acknowledges
that, prior to or simultaneously with the execution and delivery of this
Assignment, the Seller delivered to the Trustee the computer file or microfiche
or written list relating to the Additional Accounts described in Section 2 of
this Assignment. The Trustee shall be under no obligation whatsoever to verify
the accuracy or completeness of the information contained in such file or list.

                  5. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Trustee, on behalf of the Trust, as of the
date of this Assignment and as of the Addition Date that:

                  (a) Legal, Valid and Binding Obligation. This Assignment
         constitutes 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,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting creditors, rights in general and except
         as such enforceability may be limited by general principles of equity
         (whether considered in a suit at law or in equity);

                  (b) Organization and Good Standing. The Seller is a limited
         partnership duly organized and validly existing and in good standing
         under the law of the State of Delaware and has, in all material
         respects, full power, authority and legal right to own its properties
         and conduct its business as such properties are presently owned and
         such business is presently conducted, and to execute, deliver and
         perform its obligations under this Assignment.

                  (c) Due Qualification. The Seller is duly qualified to do
         business and, where necessary, is in good standing as a foreign
         partnership (or is exempt from such requirement) and has obtained all
         necessary licenses and approvals in each jurisdiction in which the
         conduct of its business requires such qualification except where the
         failure to so qualify or obtain licenses or approvals would not have a
         material adverse effect on its ability to perform its obligations
         hereunder;

                  (d) Eligible Accounts. Each Additional Account designated
         hereby is an Eligible Account;

                  (e) Selection Procedures. No selection procedures believed by
         the Seller to be adverse to the interests of the Beneficiaries were
         utilized in selecting the Additional Accounts designated hereby;

                  (f) Insolvency. As of the Notice Date and the Addition Date,
         neither DFS nor the Seller are insolvent nor, after giving effect to
         the conveyance set forth in

                                       B-3
<PAGE>

         Section 3 of this Assignment, shall any of them have been made
         insolvent, nor are any of them aware of any pending insolvency;

                  (g) Valid Transfer. This Assignment constitutes a valid sale,
         transfer and assignment to the Trust of all right, title and interest
         of the Seller in the Receivables and the Collateral Security and the
         proceeds thereof and upon the filing of the financing statements
         described in Section 3 of this Assignment with the Secretary of State
         of the State of Missouri and other applicable states and, in the case
         of the Receivables and the Collateral Security hereafter created and
         the proceeds thereof, upon the creation thereof, the Trust shall have a
         first priority perfected ownership interest in such property, except
         for Liens permitted under Section 2.6(a) of the Agreement. Except as
         otherwise provided in the Pooling and Servicing Agreement, neither the
         Seller nor any Person claiming through or under the Seller has any
         claim to or interest in the Trust Assets;

                  (h) Due Authorization. The execution and delivery of this
         Assignment and the consummation of the transactions provided for or
         contemplated by this Assignment have been duly authorized by the
         Seller by all necessary partnership action on the part of the Seller.

                  (i) No Conflict. The execution and delivery of this
         Assignment, the performance of the transactions contemplated by this
         Assignment and the fulfillment of the terms hereof, shall not 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
         material 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 are bound;

                  (j) No Violation. The execution and delivery of this
         Assignment by the Seller, the performance of the transactions
         contemplated by this Assignment and the fulfillment of the terms
         hereof applicable to the Seller shall not conflict with or violate
         any material Requirements of Law applicable to the Seller;

                  (k) No Proceedings. There are no proceedings or, to the best
         knowledge of the Seller, investigations pending or threatened against
         the Seller before any Governmental Authority (i) asserting the
         invalidity of this Assignment, (ii) seeking to prevent the consummation
         of any of the transactions contemplated by this Assignment, (iii)
         seeking any determination or ruling that, in the reasonable judgment of
         the Seller, would materially and adversely affect the performance by
         the Seller of its obligations under this Assignment, (iv) seeking any
         determination or ruling that would materially and adversely affect the
         validity or enforceability of this Assignment or (v) seeking to affect
         adversely the income tax attributes of the Trust under the United
         States Federal or any State income, single business or franchise tax
         systems;



                                       B-4
<PAGE>

                  (l) Record of Accounts. As of the Addition Date, Schedule 1 to
         this Assignment is an accurate and complete listing in all material
         respects of all the Additional Accounts as of the Additional Cut-Off
         Date and the information contained therein with respect to the identity
         of such Accounts and the Receivables existing thereunder is true and
         correct in all material respects as of the Additional Cut-Off Date;

                  (m) No Liens. Each Receivable and all Collateral Security
         existing on the Addition Date has been conveyed to the Trust free and
         clear of any Lien, except for Liens permitted under Section 2.6(a) of
         the Agreement;

                  (n) All Consents Required. With respect to each Receivable and
         all Collateral Security existing on the Addition Date, all consents,
         licenses, approvals or authorizations of or registrations or
         declarations with any Governmental Authority required to be obtained,
         effected or given by the Seller in connection with the conveyance of
         such Receivable or Collateral Security to the Trust, the execution and
         delivery of this Assignment and the performance of the transactions
         contemplated hereby have been duly obtained, effected or given and are
         in full force and effect; and

                  (o) Eligible Receivables. On the Additional Cut-Off Date each
         Receivable conveyed to the Trust as of such date is an Eligible
         Receivable or, if such Receivable is not an Eligible Receivable, such
         Receivable is conveyed to the Trust in accordance with Section 2.9 of
         the Agreement.

                  6. Conditions Precedent. The acceptance of the Trustee set
forth in Section 4 of this Assignment is subject to the satisfaction, on or
prior to the Addition Date, of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Seller in Section 5 of this
         Assignment shall be true and correct as of the date of this Assignment
         and as of the Addition Date;

                  (b) Agreement. Each of the conditions set forth in Section
         2.5(d) of the Agreement applicable to the designation of the
         Additional Accounts to be designated hereby shall have been
         satisfied; and

                  (c) Officer's Certificate. The Seller shall have delivered to
         the Trustee an Officer's Certificate, dated the date of this
         Assignment, in which an officer of the Seller shall state that the
         representations and warranties of the Seller under Section 5 hereof are
         true and correct. The Trustee may conclusively rely on such Officers'
         Certificate, shall have no duty to make inquiries with regard to the
         matters set forth therein and shall incur no liability in so relying.



                                       B-5
<PAGE>

                  7. Ratification of Agreement. As supplemented by this

Assignment, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Assignment shall be read, taken and
construed as one and the same instrument.

                  8. Counterparts. This Assignment may be executed in two or
more counterparts (and by different parties in separate counterparts), each of
which shall be an original but all of which together shall constitute one and
the same instrument.

                  9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




                                       B-6
<PAGE>

                  IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Assignment to be duly executed and delivered by their
respective duly authorized officers as of the day and the year first above
written.


                                       DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
                                       Seller,

                                       By:    DEUTSCHE FLOORPLAN RECEIVABLES,
                                              INC., General Partner


                                       By:___________________________________
                                       Name:
                                       Title:


                                       By:___________________________________
                                       Name:
                                       Title:

                                              DEUTSCHE FINANCIAL SERVICES
                                               CORPORATION, as Servicer


                                       By:___________________________________
                                       Name:
                                       Title:


                                       By:___________________________________
                                       Name:
                                       Title:

                                       THE CHASE MANHATTAN BANK, as Trustee,


                                       By:___________________________________
                                          Name:
                                          Title:


                                       B-7
<PAGE>

                                                                       EXHIBIT C



                      FORM OF ANNUAL SERVICER'S CERTIFICATE

                (Asrequired to be delivered on or before March 31
                of each calendar year pursuant to Section 3.5 of
                                   the Pooling
                            and Servicing Agreement)

                     Deutsche Financial Services Corporation

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

                         DISTRIBUTION FINANCIAL SERVICES
                             FLOORPLAN MASTER TRUST

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

     The undersigned, duly authorized representatives of Deutsche Financial
Services Corporation ("DFS"), as Servicer, pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of April 1, 2000 (as amended, amended
and restated or otherwise modified from time to time, the "Agreement"), by and
among Deutsche Floorplan Receivables, L.P., as seller, DFS, as servicer, and The
Chase Manhattan Bank, as trustee, do hereby certify that:

          1. DFS is, as of the date hereof, the Servicer under the Agreement.

          2. The undersigned are Servicing Officers and are duly authorized
     pursuant to the Agreement to execute and deliver this Certificate to the
     Trustee, any Agent and any Enhancement Providers.

          3. A review of the activities of the Servicer during the calendar year
     ended December 31, , and of its performance under the Agreement was
     conducted under our supervision.

          4. Based on such review, the Servicer has, to the best of our
     knowledge, performed in all material respects all of its obligations under
     the Agreement throughout such year and no default in the performance of
     such obligations has occurred or is continuing except as set forth in
     paragraph 5 below.

          5. The following is a description of each default in the performance
     of the Servicer's obligations under the provisions of the Agreement known
     to us to have been made by


                                       C-1
<PAGE>

     the Servicer during the year ended December 31, , which sets forth in
     detail the (a) nature of each such default, (b) the action taken by the
     Servicer, if any, to remedy each such default and (c) the current status of
     each such default: [If applicable, insert "None."]

          Capitalized terms used but not defined herein are used as defined in
     the Agreement.

          IN WITNESS WHEREOF, each of the undersigned has duly
     executed this Certificate this      day of                     ,        .
                                    ----        --------------------  -------





                                            Name:__________________________
                                            Title:





                                            Name:__________________________
                                            Title:






                                       C-2
<PAGE>

                                                                     EXHIBIT D-1



         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION
HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY
OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.











                                      D-1-1
<PAGE>

                                                                     EXHIBIT D-2

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS
DEFINED BELOW). */


























------------------------------
*/ The following should be inserted in any Certificate bearing such legend:

         This Certificate may not be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or that is described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended, or an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (a "Benefit Plan"). By
accepting and holding this Certificate or any interest in this Certificate, the
Holder hereof shall be deemed to have represented and warranted that it is not
funding its acquisition with the assets of any Benefit Plan.



                                      D-2-1
<PAGE>

                                                                       EXHIBIT E


                                   [RESERVED]











                                       E-1
<PAGE>

                                                                     EXHIBIT F-1


                      [FORM OF CLEARANCE SYSTEM CERTIFICATE
                          TO BE GIVEN TO THE TRUSTEE BY
                             EUROCLEAR OR CEDEL FOR
                       DELIVERY OF DEFINITIVE CERTIFICATES
                         IN EXCHANGE FOR A PORTION OF A
                           TEMPORARY GLOBAL SECURITY]

             DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST

           [ %] [Floating Rate] Asset Backed Certificates, Series [ ]

                     [Insert title or sufficient description
                        of Certificates to be delivered]


         We refer to that portion of the temporary Global Certificate in respect
of the above-captioned issue which is herewith submitted to be exchanged for
definitive Certificates (the "Submitted Portion") as provided in the Amended and
Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended,
amended and restated or otherwise modified from time to time, the "Agreement"),
in respect of such issue. This is to certify that (i) we have received a
certificate or certificates, in writing or by tested telex, with respect to each
of the persons appearing in our records as being entitled to a beneficial
interest in the Submitted Portion and with respect to such persons beneficial
interest either (a) from such person, substantially in the form of Exhibit F-2
to the Agreement, or (b) from [ ], substantially in the form of Exhibit F-3 to
the Agreement, and (ii) the Submitted Portion includes no part of the temporary
Global Certificate excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date hereof.

         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably


                                      F-1-1
<PAGE>

authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings.

Dated:   1/


                                      [Morgan Guaranty Trust
                                               Company of New York,
                                               Brussels office, as
                                               operator of the
                                               Euroclear System]2/
                                                                -
                                               [Centrale de  Livraison
                                               de Valeurs Mobiliere S.A.]2/




                                      By:__________________________________






----------
1/ To be dated on the Exchange Date.

2/ Delete the inappropriate reference.


                                      F-1-2
<PAGE>

                                                                     EXHIBIT F-2


                      [FORM OF CERTIFICATE TO BE DELIVERED
                              TO EUROCLEAR OR CEDEL
                                     BY [ ]
                 WITH RESPECT TO REGISTERED CERTIFICATES SOLD TO
                         QUALIFIED INSTITUTIONAL BUYERS]

                         DISTRIBUTION FINANCIAL SERVICES
                             FLOORPLAN MASTER TRUST,

           [ %] [Floating Rate] Asset Backed Certificates, Series [ ]



         In connection with the initial issuance and placement of the above
referenced Asset Backed Certificates (the "Certificates"), an institutional
investor in the United States ("institutional investor") is purchasing U.S. $
aggregate principal amount of the Certificates held in our account at [Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear System] [Cedel S.A.] on behalf of such investor.

         We reasonably believe that such institutional investor is a qualified
institutional buyer as such term is defined under Rule 144A of the Securities
and Exchange Commission under the Securities Act of 1933, as amended.

         [We understand that this certificate is required in connection with
United States laws. We irrevocably authorize you to produce this certificate or
a copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.]

         The Definitive Certificates in respect of this certificate are to be
issued in registered form in the minimum denomination of U.S. $ 00,000 and such
Definitive Certificates (and, unless the Pooling and Servicing Agreement or
Supplement relating to the Certificates otherwise provides, any Certificates
issued in exchange or substitution for or on registration of transfer of
Certificates) shall bear the following legend:

         "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933.  NEITHER THIS CERTIFICATE NOR ANY
         PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
         INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS
         DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION


                                      F-2-1
<PAGE>

         PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
         REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO
         CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN. THIS CERTIFICATE CANNOT BE EXCHANGED FOR A BEARER
         CERTIFICATE."

Dated:


                                              [                               ]

                                              By:______________________________

                                                       Authorized Officer



                                      F-2-2
<PAGE>

                                                                     EXHIBIT F-3


                      [FORM OF CERTIFICATE TO BE DELIVERED
                   TO EUROCLEAR OR CEDEL BY A BENEFICIAL OWNER
          OF CERTIFICATES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER]


                         DISTRIBUTION FINANCIAL SERVICES
                             FLOORPLAN MASTER TRUST
           [ %] [Floating Rate] Asset Backed Certificates, Series [ ]

         This is to certify that as of the date hereof and except as provided in
the third paragraph hereof, the above-captioned Certificates held by you for our
account (i) are not owned by a person that is a United States person, (ii) are
owned by a United States person that is (A) the foreign branch of a United
States financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (B) a United States person who acquired the Certificates through
the foreign branch of a financial institution and who holds the Certificates
through the financial institution on the date hereof (and in either case (A) or
(B), the financial institution hereby agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by a financial
institution for purposes of resale during the Restricted Period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) . In addition,
financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Certificates for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

         We undertake to advise you by tested telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Certificates in bearer form with respect to such of said
Certificates as then appear in your books as being held for our account.

         This certificate excepts and does not relate to U.S. $ principal amount
of Certificates held by you for our account, as to which we are not yet able to
certify beneficial ownership. We understand that delivery of Definitive
Certificates in such principal amount cannot be made until we are able to so
certify.



                                      F-3-1
<PAGE>

         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and "United States
Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States, or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

Dated:    1/                                 By_____________________________
                                               As, or as agent for, the
                                               beneficial owner(s) of
                                               the interest in the
                                               Certificates to which
                                               this certificate relates.









----------
1/ This Certificate must be dated on the earlier of the date of the first actual
payment of interest in respect of the Certificates and the date of the delivery
of the Certificates in definitive form.



                                      F-3-2
<PAGE>

                                                                     EXHIBIT G-1


                           FORM OF OPINION OF COUNSEL

                          Provisions to be Included in
                      Opinion of Counsel Delivered Pursuant
                               to Section 13.2(d)

         (a) The Amendment to the [Pooling and Servicing Agreement]
[Supplement], attached hereto as Schedule 1 (the "Amendment"), has been duly
authorized, executed and delivered by the Seller and constitutes the legal,
valid and binding agreement of the Seller, enforceable in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally from time to time in effect. The enforceability of the Seller's
obligations is also subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         (b) The Amendment has been entered into in accordance with the terms
and provisions of Section 13.1 of the Pooling and Servicing Agreement.

















                                                                     EXHIBIT G-2
                                                                          TO PSA


                                      G-2-1
<PAGE>

                           FORM OF OPINION OF COUNSEL

              Provisions to be Included in Opinion of Counsel to be
              -----------------------------------------------------
          Delivered Pursuant to Sections 2.5 and 13.2(g)(i) and (ii)1/
           -----------------------------------------------------------

         The opinions set forth below may be subject to all the qualifications,
assumptions, limitations and exceptions taken or made in the opinion of counsel
to Deutsche Floorplan Receivables, L.P. (the "Seller") delivered on any Closing
Date. Capitalized terms used but not defined herein are used as defined in the
Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000
(as amended, amended and restated or otherwise modified from time to time, the
"Agreement"), among the Seller, as seller, Deutsche Financial Services
Corporation, as servicer, and The Chase Manhattan Bank, as trustee.

         [(a) The Assignment has been duly authorized, executed and delivered by
the Seller, and constitutes the valid and legally binding obligation of the
Seller, enforceable against the Seller in accordance with its terms.]

         (b) Assuming the Receivables [in the Additional Accounts] are created
under, and are evidenced solely by, Wholesale Financing Agreements, Accounts
Receivable Financing Agreements, or Asset Based Financing Agreements, such
Receivables shall constitute "chattel paper", "accounts" or "general
intangibles" as defined under Section 9-105 of the UCC. We note that the Seller
has given us an Officer's Certificate to the effect that the Receivables are
created under Wholesale Financing Agreements, Accounts Receivable Financing
Agreements, or Asset Based Financing Agreements.

         (c) [True sale opinion regarding transfer of Receivables from DFS to
the Seller.]

         (d) If the transfer of the Receivables [in the Additional Accounts] and
all [of the related] Collateral Security to the Trust pursuant to the Pooling
and Servicing Agreement constitutes a true sale of such Receivables and
Collateral Security to the Trust:

                  (i) with respect to such Receivables and Collateral Security
         in existence on the date hereof, such sale transfers all of the right,
         title and interest of the Seller in and to such Receivables and
         Collateral Security to the Trust, free and clear of any liens now
         existing or hereafter created, but subject to the rights of the holder
         of the Deutsche FRLP Certificate and except for Liens permitted under
         Section 2.6(a) of the Agreement;

                  (ii) with respect to such Receivables and Collateral Security
         which come into existence after the date hereof, upon the creation of
         such Receivables and

--------
1/Include bracketed language only in the case of additions of Accounts effected
pursuant to Section 2.05 of the Pooling and Servicing Agreement.

                                      G-2-2
<PAGE>

         Collateral Security and the subsequent transfer of such Receivables and
         Collateral Security to the Trust in accordance with the Pooling and
         Servicing Agreement and receipt by the Seller of the consideration
         therefor required pursuant to the Pooling and Servicing Agreement, such
         sale shall transfer all of the right, title and interest of the Seller
         in and to such Receivables and Collateral Security to the Trust free
         and clear of any liens but subject to the rights of the holder of the
         Deutsche FRLP Certificate and except for Liens permitted under Section
         2.6(a) of the Agreement;

         and, in either case, no further action shall thereafter be required
         under Missouri or federal law to protect the Trust's ownership interest
         in the Receivables and the Collateral Security against creditors of, or
         subsequent purchasers from, the Seller.

         (e) If the transfer of the Receivables and Collateral Security to the
Trust pursuant to the Pooling and Servicing Agreement does not constitute a true
sale of the Receivables and the Collateral Security to the Trust, then the
Pooling and Servicing Agreement as amended and supplemented by the Assignment
creates a valid security interest in favor of the Trustee, for the benefit of
the Certificateholders, in the Seller's right, title and interest in and to the
Receivables and the Collateral Security and the proceeds thereof securing the
obligations of the Seller thereunder. Financing statements on form UCC-1 having
been filed in the Offices of the Secretaries of State of the State of Missouri
and [other applicable states] [and counties) and accordingly, such security
interest constitutes a perfected security interest in such Receivables and
Collateral Security and the proceeds thereof subject to no prior liens (but
subject to the Liens permitted by Section 2.6(a) of the Agreement), enforceable
as such against creditors of, and subsequent purchasers from, the Seller,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws relating to or affecting creditors' rights generally
and to general equity principles.




                                      G-2-3
<PAGE>

                                                                       EXHIBIT H


             FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS
                 (As required by Section 2.7 of the Pooling and
                     Servicing Agreement referred to below)


                                    REASSIGNMENT NO. OF RECEIVABLES, dated as of
                                    , 20 , by and between DEUTSCHE FLOORPLAN
                            RECEIVABLES, L.P., a limited partnership organized
                            under the laws of the State of Delaware (the
                            "Seller"), and The Chase Manhattan Bank, a New York
                            banking corporation, as trustee (the "Trustee")
                            pursuant to the Pooling and Servicing Agreement
                            referred to below.


                                   WITNESSETH

         WHEREAS the Seller, Deutsche Financial Services Corporation, as
servicer (the "Servicer"), and the Trustee are parties to the Amended and
Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended,
amended and restated or otherwise modified from time to time, the"Agreement");

         WHEREAS, pursuant to the Agreement, the Seller wishes (a) to remove
certain Accounts (the "Removed Accounts") and (b) if and only if permitted by
Section 2.8(d) of the Agreement, to cause the Trustee to reconvey the
Receivables of such Removed Accounts and the related Collateral Security,
whether now existing or hereafter created, and all amounts currently held by the
Trust or thereafter received by the Trust in respect of such Removed Accounts,
from the Trust to the Seller (as each such term is defined in the Agreement);
and

         WHEREAS the Trustee is willing to accept such removal and to reconvey
the Receivables in the Removed Accounts, such Collateral Security and any
related amounts held or received by the Trust subject to the terms and
conditions hereof.

         NOW, THEREFORE, the Seller and the Trustee hereby agree as follows:

         1. Defined Terms. All terms defined in the Agreement and used herein
shall have such defined meanings when used herein, unless otherwise defined
herein.

         "Removal Date" shall mean, with respect to the Removed Accounts
designated hereby,

         2. Notice of Removed Accounts. (a) Not less than five Business Days
prior to the Removal Date, the Seller shall furnish to the Trustee, any Agent,
any Enhancement Providers

                                       H-1
<PAGE>

and the Rating Agencies a written notice specifying the Determination Date
(which may be the Determination Date on which such notice is given) on which
removal of one or more Accounts shall occur, such date being a Removal Date.

         (b) On or before the fifth Business Day after the Removal Date, the
Seller shall furnish to the Trustee a computer file, microfiche list or other
list of the Removed Accounts that were removed on the Removal Date, specifying
for each Removed Account as of the date of the Removal Notice its number, the
aggregate amount outstanding in such Removed Account and the aggregate amount of
Principal Receivables therein and represent that such computer file, microfiche
list or other list of the Removed Accounts is true and complete in all material
respects.

         3. Conveyance of Receivables and Accounts. (a) The Trustee does hereby
transfer, assign, set over and otherwise convey to the Seller, without recourse,
representation or warranty on and after the Removal Date, all right, title and
interest of the Trust in, to and under all [in the case of Removed Accounts
which were Ineligible Accounts at the time they were originally designated as
Accounts, use the following language: Receivables now existing at the close of
business on the Removal Date and thereafter created from time to time until the
termination of the Trust in Removed Accounts designated hereby, all Collateral
Security thereof, all monies due or to become due and all amounts received with
respect thereto (including all Non-Principal Receivables), all proceeds (as
defined in Section 9-306 of the UCC as in effect in the State of Missouri) and
Recoveries thereof relating thereto] [in the case of Removed Accounts which were
not Ineligible Accounts at the time they were originally designated as Accounts,
replace the immediately preceding bracketed text with the following: the Removed
Accounts but not any right, title and interest of the Trust in, to and under (i)
all Receivables existing at the close of business on the Removal Date in Removed
Accounts designated hereby, (ii) all Collateral Security relating to such
Receivables, (iii) all monies due or to become due and all amounts received with
respect to such Receivables (including all Non-Principal Receivables), (iv) all
proceeds (as defined in Section 9-306 of the UCC in effect in the State of
Missouri) of such Receivables and (v) all Recoveries of such Receivables
relating thereto, it being understood that the items described in clauses
(i)-(v) shall continue to be Trust Assets].

         (b) If requested by the Seller, in connection with such transfer, the
Trustee agrees to execute and deliver to the Seller on or prior to the date of
this Reassignment, a termination statement under the UCC of each applicable
jurisdiction with respect to the Receivables existing at the close of business
on the Removal Date and thereafter created from time to time and Collateral
Security thereof in the Removed Accounts reassigned hereby (which may be a
single termination statement with respect to all such Receivables and Collateral
Security) evidencing the release by the Trust of its lien on the Receivables in
the Removed Accounts and the Collateral Security, and meeting the requirements
of applicable state law, in such manner and such jurisdictions as are necessary
to remove such lien.



                                       H-2
<PAGE>

         4. Acceptance by Trustee. The Trustee hereby acknowledges that, prior
to or simultaneously with the execution and delivery of this Reassignment, the
Seller delivered to the Trustee the computer file or such microfiche or written
list described in Section 2(b) of this Reassignment.

         5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trustee, on behalf of the Trust, as of the date
of this Reassignment and as of the Removal Date:

                  (a) Legal, Valid and Binding Obligation. This Reassignment
         constitutes 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,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the enforcement of 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);

                  (b) No Early Amortization Event. The removal of the Accounts
         hereby removed shall not, in the reasonable belief of the Seller,
         cause an Early Amortization Event to occur or cause the Pool Balance
         to be less than the Required Participation Amount;

                  (c) Selection Procedures. No selection procedures believed by
         the Seller to be adverse to the interests of the Beneficiaries were
         utilized in selecting the Accounts to be removed;

                  (d) True and Complete List. The list of Removed Accounts
         described in Section 2 of this Assignment is, as of the Removal
         Commencement Date, true and complete in all material respects; and

                  (e) Rating of Certificates. The removal of such Accounts
         shall not result in a reduction or withdrawal of the rating of any
         outstanding series or Class by the applicable Rating Agency;

         provided, however, that in the event that the removal on such Removal
         Date relates solely to Ineligible Accounts, the Seller shall be deemed
         to make only the representations and warranties contained in paragraph
         5(a) above.

         6. Conditions Precedent. In addition to the conditions precedent set
forth in Section 2.7 of the Agreement, the obligation of the Trustee to execute
and deliver this Reassignment is subject to the satisfaction, on or prior to the
Removal Date, of the following additional conditions precedent:



                                       H-3
<PAGE>

         (a) Officers' Certificate. The Seller shall have delivered to the
Trustee, any Agent, and any Enhancement Providers an Officers' Certificate
certifying that (i) as of the Removal Date, all requirements set forth in
Section 2.7 of the Agreement for removing such Accounts and reconveying the
Receivables of such Removed Accounts and the Collateral Security, whether
existing at the close of business on the Removal Date or thereafter created from
time to time until the termination of the Trust, have been satisfied, and (ii)
each of the representations and warranties made by the Seller in Section 5
hereof is true and correct as of the date of this Reassignment and as of the
Removal Date. The Trustee may conclusively rely on such Officers' Certificate,
shall have no duty to make inquiries with regard to the matters set forth
therein and shall incur no liability in so relying.

         (b) The Seller shall have delivered to the Trustee, any Agent, any
Enhancement Providers and each Rating Agency a Tax Opinion, dated the Removal
Date, with respect to the removal of Accounts.

         7. Ratification of Agreement. As supplemented by this Reassignment,
the Agreement is in all respects ratified and confirmed and the Agreement as so
supplemented by this Reassignment shall be read, taken and construed as one and
the same instrument.

         8. Counterparts. This Reassignment 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 shall constitute one and the same
instrument.

         9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.






                                       H-4
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Reassignment to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.


                                     DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
                                             Seller,

                                     By:  DEUTSCHE FLOORPLAN RECEIVABLES,
                                             INC., General Partner


                                     By:_____________________________________
                                             Name:
                                             Title:

                                     By:_____________________________________
                                             Name:
                                             Title:


                                     THE CHASE MANHATTAN BANK, Trustee


                                     By:_____________________________________
                                             Name:
                                             Title:





                                       H-5
<PAGE>

                                   Schedule 1

                                List of Accounts



Delivered separately to the Trustee and deemed to be incorporated herein.
<PAGE>

                                   Schedule 2

             The Collection Account for the Trust has been established with The
Chase Manhattan Bank, Account #507-865677.