EXECUTION COPY

PARENT UNDERTAKING AGREEMENT

PARENT UNDERTAKING AGREEMENT, dated as of November 21, 1995, made by DELL COMPUTER CORPORATION, a corporation organized and existing under the laws of the State of Delaware ("Dell"), in favor of Norwest Bank Minnesota, National Association, as Trustee (the "Trustee") on behalf of the Certificate holders.

WHEREAS, Dell Marketing L. P., as seller, and Dell Receivables L. P., as purchaser (the "Transferor") have entered into a Receivables Purchase Agreement dated as of November 21, 1995; and

WHEREAS, Dell Direct Sales L. P., as seller, and the Transferor have entered into a Receivables Purchase Agreement dated as of November 21, 1995; and

WHEREAS, Dell USA L. P. (the "Servicer"), the Transferor and the Trustee have entered into a Pooling and Servicing Agreement dated as of November 21,1995 (said Agreement, as it may hereafter be modified from time to time, the "Pooling and Servicing Agreement"); and

WHEREAS, it is a condition precedent to the transfer of the Receivables to the Trust and the issuance of the Certificates under the Pooling and Servicing Agreement that Dell shall have executed and delivered this Agreement;

NOW, THEREFORE, in consideration of the premises and in order to induce Investor Certificate holders to make purchases of Certificates and to fund Increases, Dell hereby agrees as follows:

SECTION 1. Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. In addition, the term "Agreement" shall mean this Parent Undertaking Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

SECTION 2. Unconditional Undertaking. Dell hereby unconditionally and irrevocably undertakes and agrees with and for the benefit of the Trustee to cause the due and punctual performance and observance by the Servicer (for as long as Dell USA L. P., or any Person who assumes the role of Servicer pursuant to a merger or consolidation permitted under Section 8.02 of the Pooling and Servicing Agreement, is the Servicer) of all of the covenants, agreements and undertakings under Sections 3.02, 3.04 and 11.05 of the Pooling and Servicing Agreement (such covenants, agreements, and other obligations under the Pooling and Servicing Agreement being the "Servicing Undertakings"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee in enforcing any of their rights under this Agreement. In the event that the Servicer shall fail in any manner whatsoever to perform or observe any of the Servicing Undertakings when the same shall be required to be performed, then Dell will itself duly and punctually perform or observe, or cause to be duly and punctually performed and observed, such Servicing Undertaking, and it shall not be a condition to the accrual of the obligation of Dell hereunder to perform or observe any Servicing Undertaking (or to cause the same to be performed or observed) that the Trustees hall have first made any request of or demand upon or given any notice to Dell or the Servicer or their respective successors or assigns, or have instituted any action or proceedings against Dell or the Servicer or their respective successors or assigns in respect thereof; provided, however, that nothing contained herein shall affect any requirement set forth in any Transaction Document that notice be given or time elapse prior to the giving of a Termination Notice or the occurrence of a Termination Event or a Trust Early Amortization Event. The parties hereto agree that nothing contained in this Agreement shall in any manner expand the obligations of Dell under the Servicing Undertakings beyond the covenants, agreements and undertakings of the Servicer under Sections 3.02, 3.04 and 11.05 of the Pooling and Servicing Agreement.

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