DAIMLER BENZ VEHICLE RECEIVABLES CORP, S-1/A, 1996-11-20

DAIMLER BENZ VEHICLE RECEIVABLES CORP
S-1/A, 1996-11-20
ASSET-BACKED SECURITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1996

REGISTRATION NO. 333-15571

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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------

Amendment No. 1

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

------------------------------------
DAIMLER-BENZ VEHICLE TRUST 1996-A
(Trust in which the Certificates represent undivided interests)

DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 9999 13-3770955
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or Classification Code No.) No.)
organization)
</TABLE>

1201 NORTH MARKET STREET, SUITE 1406, WILMINGTON, DELAWARE 19801 (302) 426-1900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

HARVEY S. TRAISON C/O DAIMLER-BENZ NORTH AMERICA CORPORATION, 375 PARK AVENUE,
SUITE 3001,
NEW YORK, NEW YORK 10152 (212) 909-9700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

<TABLE>
<S> <C>
STEVEN J. MOLITOR, ESQ. ANDREW M. FAULKNER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
101 PARK AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10178-0060 NEW YORK, NEW YORK 10022
</TABLE>

------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED PER CERTIFICATE* OFFERING PRICE* FEE**
- ------------------------------------------------------------------------------------------------------------
Asset Backed Certificates,
Class A................... $795,188,137.94 100% $795,188,137.94 $240,966.10
</TABLE>

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* Estimated solely for the purpose of calculating the registration fee.

** $303.03 of which has been previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

CROSS REFERENCE SHEET FURNISHED PURSUANT TO
ITEM 501(b) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEMS AND CAPTION IN FORM S-1 CAPTION IN PROSPECTUS
- -------------------------------------------------- --------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Forepart of the Registration Statement;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus................................ Inside Front Page and Outside Back Cover
Page of Prospectus
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges.............. Prospectus Summary; Risk Factors
4. Use of Proceeds............................. Use of Proceeds
5. Determination of Offering Price............. *
6. Dilution.................................... *
7. Selling Security Holders.................... *
8. Plan of Distribution........................ Underwriting
9. Description of Securities to Be
Registered................................ Prospectus Summary; Formation of the Trust;
The Trust Property; The Receivables; Yield
Considerations; Pool Factors and Other
Information; The Certificates
10. Interests of Named Experts and Counsel...... *
11. Information with Respect to the
Registrant................................ The Seller
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... *
</TABLE>

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* Answer negative or Item inapplicable.
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED NOVEMBER 20, 1996

LOGO

$795,188,137.94

DAIMLER-BENZ VEHICLE TRUST 1996-A
% ASSET BACKED CERTIFICATES, CLASS A

DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION
SELLER

MERCEDES-BENZ CREDIT CORPORATION
SERVICER
---------------------

The % Asset Backed Certificates (the "Certificates") will consist of two
Classes of Certificates, the "Class A Certificates" and the "Class B
Certificates." Only the Class A Certificates are offered hereby. The Class A
Certificates will evidence in the aggregate an undivided ownership interest of
92.15% of the principal balance of, and a portion of the interest accruing
under, the Receivables (as defined below) held by a trust (the "Trust") to be
formed pursuant to a Pooling and Servicing Agreement to be entered into among
Daimler-Benz Vehicle Receivables Corporation, as Seller (the "Seller"),
Mercedes-Benz Credit Corporation, in its individual capacity and as Servicer
(the "Servicer"), and Citibank, N.A., as Trustee, Payahead Agent, Class A Agent
and Class B Agent. The Class B Certificates, which initially will be retained by
the Seller, will evidence in the aggregate an undivided ownership interest of
7.85% of the principal balance of, and a portion of the interest accruing under,
the Receivables. The Class A Certificates and the Class B Certificates represent
in the aggregate an undivided ownership interest of 100% of the Trust, other
than the Retained Yield, which the Seller will retain the right to receive. The
rights of the Class B Certificateholders to receive distributions with respect
to the Receivables are subordinated to the rights of the Class A
Certificateholders, to the extent described herein. To the extent that the
amount of principal collections allocable to the Class A Certificates with
respect to any Distribution Date is less than the amount of principal to be paid
to the Class A Certificateholders on such Distribution Date pursuant to the
Pooling and Servicing Agreement, such shortfall may be covered out of available
interest collections after the application of such amounts to the payment of
interest on the Class A Certificates and the Class B Certificates.

Principal, and interest at the Pass-Through Rate of % per annum, will be
distributed on the 20th day of each month (or, if the 20th day of any month is
not a business day, the next following business day) beginning December 20, 1996
(each, a "Distribution Date"). The final scheduled Distribution Date on the
Certificates will be the July 2003 Distribution Date (the "Final

(Continued on next page)

PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER "RISK FACTORS"
BEGINNING ON PAGE 11. ---------------------

THE CERTIFICATES REPRESENT INTERESTS IN THE TRUST AND DO NOT REPRESENT INTERESTS
IN OR OBLIGATIONS OF THE SELLER, THE SERVICER OR ANY OF THEIR RESPECTIVE
AFFILIATES.
---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNT THE SELLER(1)(2)
------------------------------------------------------------
<S> <C> <C> <C>
Per Class A Certificate................................ % % %
Total.................................................. $ $ $
</TABLE>

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

(1) Plus accrued interest at the Pass-Through Rate calculated from November 20,
1996.

(2) Before deducting expenses payable by the Seller estimated to be $626,000.

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

The Class A Certificates are offered by the Underwriters when, as and if
issued and accepted by the Underwriters and subject to their right to reject
orders in whole or in part. It is expected that the Class A Certificates will be
delivered in book-entry form on or about , through the facilities of
The Depository Trust Company ("DTC") against payment therefor in immediately
available funds.

GOLDMAN, SACHS & CO.

CITICORP SECURITIES, INC.

CS FIRST BOSTON

DEUTSCHE MORGAN GRENFELL INC.

MERRILL LYNCH & CO.

J.P. MORGAN & CO.

UBS SECURITIES

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

The date of this Prospectus is November , 1996.

<PAGE> 4

(Continued from previous page)

Scheduled Distribution Date"). The Trust Property will include a pool of retail
installment contracts for, and retail loans evidenced by notes secured by, new
and used medium- and heavy-duty trucks and tractors manufactured by Freightliner
Corporation ("Freightliner"), and used trucks and tractors manufactured by
companies other than Freightliner (collectively, the "Receivables"), certain
monies due thereunder on or after November 1, 1996 (the "Cutoff Date"), the
Seller's security interests in the new and used medium- and heavy-duty trucks
and tractors manufactured by Freightliner and used trucks and tractors
manufactured by companies other than Freightliner securing the Receivables, a
Shortfall Amount Agreement between Mercedes-Benz Credit Corporation and the
Seller (see "The Certificates -- Shortfall Amount Agreement") and certain other
property. See "The Trust Property." The aggregate principal balance of the
Receivables on the Cutoff Date was $862,927,984.74.

The Class A Certificates will be represented initially by certificates
registered in the name of Cede & Co., as nominee of DTC. The interests of
beneficial owners of the Class A Certificates will be represented by book
entries on the records of DTC and participating members thereof. Definitive
Class A Certificates will be available only under the limited circumstances
described herein. See "The Certificates -- General," "-- Book Entry
Registration" and "-- Definitive Certificates."

THERE CURRENTLY IS NO SECONDARY MARKET FOR THE CLASS A CERTIFICATES AND
THERE IS NO ASSURANCE THAT ONE WILL DEVELOP. THE UNDERWRITERS EXPECT, BUT ARE
NOT OBLIGATED, TO MAKE A MARKET IN THE CLASS A CERTIFICATES AND MAY DISCONTINUE
MARKET MAKING AT ANY TIME. ACCORDINGLY, NO ASSURANCE CAN BE GIVEN AS TO THE
LIQUIDITY OF, OR TRADING MARKET FOR, THE CLASS A CERTIFICATES.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A
CERTIFICATES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

The Seller has filed with the Securities and Exchange Commission (the
"Commission"), on behalf of the Trust, a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Class A Certificates offered pursuant to this Prospectus. For further
information, reference is made to such Registration Statement, and the exhibits
thereto, which are available for inspection without charge at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the Regional Offices of the Commission at 500 West
Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, New York, New
York 10048. Copies of such information can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports and other documents may also be obtained from the
web site that the Commission maintains at http://www.sec.gov. The Servicer, on
behalf of the Trust, will also file or cause to be filed with the Commission
such periodic reports as may be required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the rules and regulations of the
Commission thereunder and the January 6, 1995 "no-action" letter of the
Commission's Division of Corporation Finance regarding Daimler-Benz Vehicle
Trust 1994-A, but only to the extent that the continued registration of the
Class A Certificates under the Exchange Act is required to qualify the Class A
Certificates as "publicly offered security(ies)" pursuant to the regulations of
the United States Department of Labor promulgated under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). See "ERISA Considerations."

2
<PAGE> 5

REPORTS TO THE CLASS A CERTIFICATEHOLDERS

Unless and until definitive Class A Certificates are issued, monthly and
annual reports concerning the Receivables and the Trust will be prepared by the
Servicer and sent by the Trustee, on behalf of the Trust, only to Cede & Co., as
nominee of DTC and as registered holder of the Class A Certificates, pursuant to
the Agreement (as defined herein). Such reports may be available to beneficial
owners of Certificates ("Certificate Owners") in accordance with the regulations
and procedures of DTC. Such reports will not contain audited financial
statements with respect to the Trust. The Seller does not intend to send any of
its financial reports to Certificateholders or to Certificate Owners. See "The
Certificates -- Book Entry Registration" and "-- Statements to Class A
Certificateholders."

3
<PAGE> 6

PROSPECTUS SUMMARY

This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus. Certain capitalized terms
used in this Summary are defined elsewhere in this Prospectus. See the Index of
Principal Terms for the location herein of the definitions of capitalized terms.

Issuer..................... Daimler-Benz Vehicle Trust 1996-A (the "Trust"), to
be formed by the Seller pursuant to a Pooling and
Servicing Agreement to be dated as of November 1,
1996 (the "Agreement"), among the Seller, the
Servicer, MBCC, the Payahead Agent, the Class A
Agent, the Class B Agent and the Trustee.

Seller..................... Daimler-Benz Vehicle Receivables Corporation, a
wholly-owned subsidiary of Mercedes-Benz Credit
Corporation ("MBCC").

Servicer................... MBCC, a wholly-owned subsidiary of Daimler-Benz
North America Corporation ("DBNA").

The Certificates........... The Certificates consist of two classes, entitled
% Asset Backed Certificates, Class A (the
"Class A Certificates") and % Asset Backed
Certificates, Class B (the "Class B Certificates").
Only the Class A Certificates are being offered
hereby. Each Certificate will represent a
fractional undivided ownership interest in certain
assets of the Trust.

Class A Certificates....... The Class A Certificates will evidence, in the
aggregate, an undivided ownership interest of
92.15% (the "Class A Percentage") of the principal
balance of, and a portion of the interest accruing
under, the Receivables held by the Trust (which
principal initially represents $795,188,137.94).
See "The Certificates -- Distributions on
Certificates." The Class A Certificates will be
offered for purchase in denominations of $1,000 and
integral multiples thereof. See "The Certificates
-- General."

Class B Certificates....... The Class B Certificates will evidence, in the
aggregate, an undivided ownership interest of 7.85%
(the "Class B Percentage") of the principal balance
of, and a portion of the interest accruing under,
the Receivables held by the Trust (which principal
initially represents $67,739,846.80). The Class B
Certificates are subordinated to the Class A
Certificates, to the extent described herein. The
Class B Certificates are not being offered hereby.
The Seller will initially retain the Class B
Certificates but may, in its discretion,
subsequently sell all or part of the Class B
Certificates.

Retained Yield............. The Seller will retain the right to receive
distributions (the "Retained Yield"), with respect
to each Receivable, equal to the interest accrued
on such Receivable, during each period between
payment dates for such Receivable, at a rate equal
to the excess, if any, of (i) the annual percentage
rate of interest ("APR") of such Receivable over
(ii) the sum of the Pass-Through Rate and the
Servicing Rate.

Trust Property............. The property of the Trust (the "Trust Property")
will include (i) a pool of retail installment
contracts for, and retail loans evidenced by notes
(collectively, the "Receivables") secured by new
and used medium- and heavy-duty trucks and tractors
manufactured by Freightliner Corporation
("Freightliner") and used trucks and

4
<PAGE> 7

tractors manufactured by companies other than
Freightliner, together with all accessions thereto
(the "Financed Vehicles"), (ii) all monies due
under the Receivables on or after November 1, 1996
(the "Cutoff Date") (but excluding Excess Amounts),
(iii) all amounts and property from time to time
held in or credited to the Collection Account and
the Certificate Account, (iv) all of the Seller's
security interests in the Financed Vehicles, (v)
all rights to receive payments under certain
circumstances from the Reserve Funds, (vi) all of
the Seller's rights under the Shortfall Amount
Agreement, (vii) all of the Seller's rights to
receive proceeds from claims on physical damage,
credit life and disability insurance policies
covering the Financed Vehicles or from the obligors
under the Receivables (the "Obligors"), (viii) all
of the Seller's right to all documents contained in
the Receivable Files, (ix) certain rights under the
Purchase Agreement, (x) all of the Seller's rights,
if any, of recourse against Dealers arising out of
breaches by Dealers in connection with the
Receivables, (xi) all property (including the right
to receive future Liquidation Proceeds and
Recoveries) that secures a Receivable and that will
have been acquired by or on behalf of the Trustee,
(xii) the Servicing Guaranty Agreement, and (xiii)
all proceeds (within the meaning of Section 9-306
of the Uniform Commercial Code (the "UCC")) of the
foregoing. See "The Trust Property."

The Receivables will be purchased by the Seller
from MBCC pursuant to a Purchase Agreement (the
"Purchase Agreement") between the Seller and MBCC
providing for such purchase on or before the date
of initial issuance of the Certificates (the
"Closing Date").

Pass-Through Rate.......... % per annum, calculated on the basis of a
360-day year consisting of twelve 30-day months
(the "Pass-Through Rate").

Distribution Date.......... The 20th day of each month (or, if such 20th day is
not a business day, the next following business
day) (each, a "Distribution Date") beginning
December 20, 1996.

Interest................... On each Distribution Date, the Trustee will
distribute an amount pro rata to the holders of
record of Class A Certificates (the "Class A
Certificateholders") as of the 19th day of the
current calendar month (or, if Definitive
Certificates are issued, the last day of the
calendar month immediately preceding such
Distribution Date) (the "Record Date"). Such amount
will be equal to 30 days' interest at the Pass-
Through Rate on the Class A Principal Balance as of
the first day of the preceding calendar month (less
principal distributions to be made on the
Distribution Date in such month) generally to the
extent of funds available from (i) the Available
Interest after payment of the Servicing Fee, (ii)
the Class A Reserve Fund and (iii) the Class B
Percentage of the Available Principal.

The "Class A Principal Balance" will initially
equal $795,188,137.94 (the "Original Class A
Principal Balance") and will thereafter be reduced
by all amounts previously distributed to the Class
A Certificateholders and allocable to principal.
See "The Certificates -- Distributions on
Certificates."

Principal.................. On each Distribution Date, the Trustee will
distribute pro rata to Class A Certificateholders,
as of the related Record Date, Class A

5
<PAGE> 8

Principal, generally to the extent of funds
available from (i) Available Principal, (ii) the
Class A Reserve Fund and (iii) Available Interest
remaining after payment of the Servicing Fee, Class
A Interest, Class A Interest Carryover Shortfall,
Class B Interest and Class B Interest Carryover
Shortfall.

"Class A Principal" will consist of the Class A
Percentage of (a) the principal portion of all
scheduled payments due on Receivables during the
preceding Collection Period, (b) the Principal
Balance of each Receivable that became a Prepaid
Receivable during the preceding Collection Period
(except to the extent included in (a) or (d)), (c)
the Principal Balance of each Receivable that was
purchased by the Servicer or repurchased by the
Seller, in each case, under an obligation that
arose during the preceding Collection Period
(except to the extent included in (a)), and (d) the
Principal Balance of each Receivable which became a
Defaulted Receivable during the preceding
Collection Period (except to the extent included in
(a) or (b)).

A "Collection Period" with respect to a
Distribution Date will be the calendar month
preceding the month in which such Distribution Date
occurs. See "The Certificates -- Distributions on
Certificates."

A "Prepaid Receivable" is a Receivable which is
prepaid in full or accelerated under certain
circumstances or with respect to which the related
Financed Vehicle is repossessed and sold or becomes
a total loss. A "Defaulted Receivable" is a
Receivable which by its terms is in default and as
to which (a) a scheduled payment is 180 or more
days past due, (b) the Servicer has determined, in
accordance with its customary servicing procedures,
that eventual payment in full is unlikely or (c)
the Servicer has repossessed and disposed of the
related Financed Vehicle.

Registration of
Certificates............... The Class A Certificates will be represented
initially by physical certificates registered in
the name of Cede & Co. as nominee of The Depository
Trust Company ("DTC"). No person acquiring a
beneficial ownership interest in the Class A
Certificates ("Class A Certificate Owners" or
"Certificate Owners") will be entitled to receive a
definitive certificate representing such person's
interest in the Trust except in certain limited
circumstances, as described herein. Under the terms
of the Agreement, unless definitive certificates
are issued, Class A Certificate Owners will not be
recognized as Class A Certificateholders and will
be permitted to exercise the rights of the Class A
Certificateholders only indirectly through DTC. See
"The Certificates -- General," "-- Book Entry
Registration" and "-- Definitive Certificates."

Servicing Fee.............. A monthly fee for servicing the Receivables will be
payable to the Servicer on each Distribution Date
in an amount equal to one-twelfth of the product of
the Servicing Rate and the Pool Balance as of the
first day of the preceding Collection Period, and
will be payable generally out of collections of
interest on the Receivables prior to distributions
to the Certificateholders (the "Servicing Fee").
The "Servicing Rate" will equal 1.00% per annum.
The Servicer will also be entitled to receive other
amounts, including all late payment fees

6
<PAGE> 9

and charges paid with respect to the Receivables as
additional servicing compensation. See "The
Certificates -- Servicing Compensation."

Pool Balance............... The "Pool Balance" means, as of any date, the
aggregate outstanding Principal Balance of the
Receivables (excluding Defaulted Receivables) as of
the close of business on such date.

Subordination.............. The rights of holders of record of the Class B
Certificates (the "Class B Certificateholders" and,
together with the Class A Certificateholders, the
"Certificateholders") to receive distributions to
which they would otherwise be entitled with respect
to the Receivables will be subordinated to the
rights of the Class A Certificateholders to the
extent described herein. See "The Certificates --
Distributions on Certificates" and "--
Subordination of the Class B Certificates and
Retained Yield; Reserve Funds."

The Class B Certificateholders generally will not
receive distributions of interest on a Distribution
Date (other than from the Class B Reserve Fund)
unless the Class A Certificateholders receive the
full amount of interest due to them on such
Distribution Date (including from amounts on
deposit in the Class A Reserve Fund), and the Class
B Certificateholders will not receive distributions
of principal on a Distribution Date (other than
from the Class B Reserve Fund) unless the Class A
Certificateholders receive the full amount of
interest and principal due to them on such
Distribution Date (including from amounts on
deposit in the Class A Reserve Fund). However,
distributions of interest on the Class B
Certificates will not be subordinated to
distributions of principal on the Class A
Certificates.

In addition, the rights of the Seller to receive
the Retained Yield will be subordinated to the
rights of the Class A Certificateholders and the
Class B Certificateholders to receive amounts due
to each of them. Accordingly, the Seller will not
receive distributions attributable to the Retained
Yield on any Distribution Date unless all interest
and principal due to the Class A Certificateholders
and Class B Certificateholders have been paid and
amounts on deposit in the Class A Reserve Fund and
Class B Reserve Fund are at least equal to the
Specified Class A Reserve Balance and Specified
Class B Reserve Balance, respectively (each as
defined below).

Reserve Funds.............. General. A separate reserve fund will be created
for the Class A Certificates and the Class B
Certificates (the "Class A Reserve Fund" and the
"Class B Reserve Fund," respectively, and
collectively, the "Reserve Funds"). Amounts on
deposit in the Class A Reserve Fund will be
available on any Distribution Date to cover
Shortfall Amounts (as defined below) and shortfalls
in distributions of interest and principal on the
Class A Certificates to the extent attributable to
losses and delinquencies on the Receivables.
Amounts on deposit from time to time in the Class A
Reserve Fund and the Class B Reserve Fund will be
invested, as provided in the Agreement, in Eligible
Investments maturing on or prior to the next
succeeding Distribution Date; provided, however,
that to the extent permitted by the Rating
Agencies, amounts on deposit in the Class A Reserve
Fund and the Class B Reserve Fund may be invested
in Eligible

7
<PAGE> 10

Investments that mature later than the next
succeeding Distribution Date.

Class A Reserve Initial Deposit. The Class A
Reserve Fund initially will be funded by the Seller
with cash or Eligible Investments maturing on or
prior to the initial Distribution Date and having,
on the Closing Date, a value of approximately
$25,887,839.54 (the "Class A Reserve Initial
Deposit"). The Class A Reserve Initial Deposit will
be augmented on each Distribution Date by the
deposit by MBCC in the Class A Reserve Fund of an
amount equal to the aggregate Shortfall Amount for
the related Collection Period and by the deposit
therein of cash otherwise distributable to the
Seller as Retained Yield to the extent necessary to
maintain the amount in the Class A Reserve Fund at
an amount equal to the Specified Class A Reserve
Balance (as defined below).

Amounts in the Class A Reserve Fund on any
Distribution Date (reduced by the amount of all
distributions made on such Distribution Date) in
excess of the Specified Class A Reserve Balance for
such Distribution Date generally will be released
for deposit into the Class B Reserve Fund or, to
the extent the amount on deposit therein is equal
to the Specified Class B Reserve Balance (as
defined below), for payment to the Seller.

Specified Class A Reserve Balance. The "Specified
Class A Reserve Balance" with respect to any
Distribution Date will equal $25,887,839.54;
provided, however, that with respect to any
Distribution Date on which (i) the annualized
average for the preceding three Collection Periods
of the ratios of net losses (that is, the net
balances of all Receivables which are determined to
be uncollectible in the applicable Collection
Period, less any Liquidation Proceeds or Recoveries
received in such Collection Period) to the Pool
Balance as of the first day of each such Collection
Period exceeds 2.5% or (ii) the average for the
preceding three Collection Periods of the ratios of
the balance of Receivables that are delinquent 60
days or more to such outstanding Pool Balance
exceeds 3.5%, the Specified Class A Reserve Balance
for such Distribution Date will equal
$32,359,799.43. The Class A Reserve Fund will be
maintained with the Class A Agent as an Eligible
Deposit Account and will not be part of the Trust.
See "The Certificates -- Subordination of the Class
B Certificates and Retained Yield; Reserve Funds."

The Seller may reduce the Specified Class A Reserve
Balance provided that both Rating Agencies confirm
in writing to the Class A Agent and the Seller
prior to such reduction that such reduction will
not result in a lowering of or a withdrawal of the
then current rating of the Class A Certificates.

Specified Class B Reserve Balance. The "Specified
Class B Reserve Balance" will initially be zero and
remain zero for so long as the Seller retains the
Class B Certificates. At such time, if any, that
the Seller sells the Class B Certificates, the
Specified Class B Reserve Balance will be an amount
determined by the Seller in consultation with the
Rating Agencies in order to achieve the desired
rating for the Class B Certificates.

8
<PAGE> 11

Shortfall Amount........... The "Shortfall Amount" is the amount calculated by
the Servicer with respect to each Prepaid
Receivable during a Collection Period equal to the
excess, if any, of (i) the sum of (x) the Principal
Balance of such Receivable at the beginning of the
Collection Period in which such Receivable becomes
a Prepaid Receivable and (y) one month's interest
on such Principal Balance at the APR of such
Receivable over (ii) the amount received from the
related Obligor in connection with such prepayment.

Shortfall Amount
Agreement................ MBCC will enter into a shortfall amount agreement
(the "Shortfall Amount Agreement") with the Seller,
which will assign the Shortfall Amount Agreement to
the Trust. To the extent that amounts on deposit in
the Class A Reserve Fund are not sufficient on any
Distribution Date to cover the Shortfall Amounts
with respect to such Distribution Date, pursuant to
the Shortfall Amount Agreement, MBCC will pay to
the Certificate Account the amount of such
insufficiency. See "The Certificates -- Shortfall
Amount Agreement."

Advances................... The Servicer each month will advance to the Trust,
in respect of each Receivable, that portion of
scheduled payments that was not timely made (an
"Advance"). The Servicer will be entitled to
reimbursement of Advances from subsequent payments
on or with respect to the Receivables. The Servicer
will not be required to make any Advance to the
extent that it does not expect to recoup the
Advance from subsequent collections or recoveries.
See "The Certificates -- Advances."

Repurchases and Purchases
of Certain Receivables... The Seller will be obligated to repurchase any
Receivable if the interest of the Trust and the
Certificateholders therein is materially and
adversely affected by a breach of any
representation or warranty made by the Seller with
respect to the Receivable, if the breach has not
been cured by the last day of the Collection
Period, which includes the 60th day after the date
of discovery by or notice to the Seller of the
breach. Simultaneously with the Seller's repurchase
from the Trust, MBCC will be obligated to
repurchase the Receivable from the Seller pursuant
to the Purchase Agreement. See "The Certificates --
Mandatory Repurchase of Receivables."

The Servicer will be obligated to purchase any
Receivable if, among other things, the Servicer (i)
extends the date for final payment by the Obligor
of such Receivable beyond the last day of the
Collection Period immediately preceding the Final
Scheduled Distribution Date, (ii) changes the
amount or the number of the scheduled payments of
such Receivable or (iii) fails to maintain a
perfected security interest in the related Financed
Vehicle in accordance with the Servicer's customary
servicing procedures. See "The Certificates --
Servicing Procedures."

Optional Purchase.......... In the event that the Pool Balance as of the last
day of a Collection Period has declined to 10% or
less of the initial Pool Balance, the Servicer may
purchase all remaining Receivables at a purchase
price equal to the aggregate of the Purchase
Amounts thereof on the Distribution Date occurring
in any subsequent Collection Period which

9
<PAGE> 12

follows the Collection Period in which appropriate
notice is given to Certificateholders. See "The
Certificates -- Termination."

Trustee.................... Citibank, N.A. (the "Trustee").

Class A Agent, Class B
Agent and Payahead
Agent.................... Citibank, N.A. (the "Class A Agent," the "Class B
Agent" and the "Payahead Agent").

Tax Status................. In the opinion of Morgan, Lewis & Bockius LLP,
special tax counsel to the Seller, the Trust will
be classified for federal income tax purposes as a
grantor trust and not as a partnership or as an
association taxable as a corporation. Class A
Certificateholders must report their respective
allocable shares of income earned on Trust assets
(excluding certain amounts retained by the Seller
as described herein) and, subject to certain
limitations applicable to individuals, estates and
trusts, may deduct their respective allocable
shares of reasonable servicing and other fees. See
"Certain Federal Income Tax Consequences."

Rating..................... It is a condition to the issuance of the Class A
Certificates that the Class A Certificates be rated
Aaa by Moody's Investors Service, Inc. ("Moody's")
and AAA by Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc. ("S&P")
(each, a "Rating Agency"). The rating assigned to
the Class A Certificates by a Rating Agency will
reflect such Rating Agency's assessment of the
likelihood that Class A Certificateholders will
receive the payments of interest and principal
required to be made under the Agreement, in the
case of principal, on or prior to the Final
Scheduled Distribution Date, and in the case of
interest, on each Distribution Date. A rating of a
security is not a recommendation to buy, sell or
hold securities and may be revised or withdrawn at
any time by the assigning Rating Agency.

ERISA Considerations....... Under final regulations issued by the Department of
Labor, the Trust's assets would not be deemed to be
"plan assets" of an employee benefit plan and
certain other retirement plans and arrangements
(all of which are hereinafter referred to as a
"Plan"), subject to ERISA, acquiring a Class A
Certificate if certain conditions are met,
including the condition that the Class A
Certificates be held by at least 100 persons upon
completion of the public offering being made
hereby. The Underwriters expect, although no
assurances can be given, that the Class A
Certificates will be held by at least 100 persons,
and it is anticipated that the other conditions of
the regulations will be met. If the Trust's assets
were deemed to be "plan assets" of a Plan, by
virtue of such Plan's acquisition of a Class A
Certificate, certain transactions concerning the
Trust's assets could result in a prohibited
transaction or other violations of the fiduciary
responsibility provisions of ERISA and Section 4975
of the Internal Revenue Code of 1986, as amended.
Accordingly, the fiduciary contemplating the
purchase of Class A Certificates should consult its
counsel before making a purchase. See "ERISA
Considerations."

10
<PAGE> 13

RISK FACTORS

Investors should consider, among other things, the following factors in
connection with the purchase of the Class A Certificates.

LIMITED LIQUIDITY

There currently is no secondary market for the Class A Certificates. The
Underwriters expect, but are not obligated, to make a market in the Class A
Certificates and may discontinue market making at any time. There is no
assurance that any such market will develop or, if one does develop, that it
will provide liquidity of investment or will continue for the life of the Class
A Certificates.

POTENTIAL PRIORITY OF CERTAIN OTHER INTERESTS

The Seller will cause financing statements to be filed with the appropriate
governmental authorities to perfect the interest of the Trust in its purchase of
the Receivables, and the Servicer will hold the Receivables, either directly or
through subservicers, as custodian for the Trustee following the sale and
assignment of the Receivables to the Trust. The Receivables will not be
segregated, stamped or otherwise marked to indicate that they have been sold to
the Trust. If, through inadvertence or otherwise, another party purchases (or
takes a security interest in) the Receivables for new value in the ordinary
course of business and takes possession of the Receivables without actual
knowledge of the Trust's interest, the purchaser (or secured party) will acquire
an interest in the Receivables superior to the interest of the Trust and as a
result reductions in the amounts of distributions to Certificateholders could
result. See "Certain Legal Aspects of the Receivables -- Rights in the
Receivables."

The Seller will assign its security interests in the Financed Vehicles
along with the sale and assignment of the Receivables to the Trustee, and the
Servicer will hold the certificates of title or ownership relating to the
Financed Vehicles, either directly or through subservicers, as custodian for the
Trustee following the sale and assignment of the Receivables to the Trust. The
certificates of title or ownership will not be endorsed or otherwise amended to
identify the Trust as the new secured party. Because the Trust will not be
identified as the secured party on any certificates of title or ownership, the
security interest of the Trust in a Financed Vehicle (i) might be defeated
through fraud, forgery, negligence or error and (ii) may not be perfected in
every state and as a result reductions in the amounts of distributions to
Certificateholders could result. See "Certain Legal Aspects of the Receivables
- -- Security Interests in the Financed Vehicles."

POTENTIAL EFFECTS OF INSOLVENCY

The Seller has taken steps in structuring the transactions contemplated
hereby that are intended to ensure that the voluntary or involuntary application
for relief by MBCC under Title 11 of the United States Code (the "Bankruptcy
Code") or similar state laws (collectively, "Insolvency Laws") will not result
in consolidation of the assets and liabilities of the Seller with those of MBCC.
These steps include the creation of the Seller as a separate, limited-purpose
subsidiary of MBCC pursuant to a certificate of incorporation containing certain
limitations (including restrictions on the nature of the Seller's business and a
restriction on the Seller's ability to commence a voluntary case or proceeding
under any Insolvency Law without the prior unanimous affirmative vote of all of
its directors). However, there can be no assurance that the activities of the
Seller would not result in a court concluding that the assets and liabilities of
the Seller should be consolidated with those of MBCC in a proceeding under any
Insolvency Law. If a court were to reach such a conclusion, or a filing were
made under any Insolvency Law by or against the Seller, or if an attempt were
made to litigate any of the foregoing issues, then delays in distributions on
the Certificates could occur or reductions in the amounts of such distributions
could result. See "The Seller."

It is intended by MBCC and the Seller that the transfer of the Receivables
by MBCC to the Seller under the Purchase Agreement constitute a "true sale" of
the Receivables to the Seller. If the transfer constitutes such a "true sale,"
the Receivables and the proceeds thereof would not be part of MBCC's

11
<PAGE> 14

bankruptcy estate under Section 541 of the Bankruptcy Code should MBCC become
the subject of a bankruptcy case subsequent to the transfer of the Receivables
to the Seller.

In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993),
cert. denied, 114 S. Ct. 554 (1993), the United States Court of Appeals for the
10th Circuit suggested that even where a transfer of accounts from a seller to a
buyer constitutes a "true sale," the accounts would nevertheless constitute
property of the seller's estate in a bankruptcy of the seller. If MBCC or the
Seller were to become subject to a bankruptcy proceeding and a court were to
follow the Octagon court's reasoning, Certificateholders might experience delays
in payment or possibly losses on their investment in the Certificates. As part
of the opinion of Special Counsel (as defined herein) regarding the "true sale"
of the Receivables by MBCC to the Seller described herein, such counsel will
advise the Seller that the reasoning of the Octagon case appears to be
inconsistent with precedent and the UCC. See "The Seller."

PREPAYMENT CONSIDERATIONS

The weighted average life of the Class A Certificates may be reduced by
prepayments in full on Receivables. The Receivables are prepayable at any time.
Prepayments may also result from liquidations due to default, the receipt of
proceeds from physical damage or other insurance, repurchases by the Seller as a
result of certain uncured breaches of the warranties made by it in the Agreement
with respect to the Receivables, purchases by the Servicer as a result of
certain uncured breaches of the covenants made by it in the Agreement with
respect to the Receivables, or the Servicer exercising its optional purchase
right. The rate of prepayments on the Receivables may be influenced by a variety
of economic, social, and other factors, including the fact that if an Obligor
sells or transfers a Financed Vehicle, the related Receivable must be repaid in
full.

MBCC does not generally maintain records of the historical prepayment
experience of its Commercial Vehicle Contract portfolio. No assurance can be
given that prepayments on the Receivables will conform to any historical
experience and no prediction can be made as to the actual prepayment experience
on the Receivables. See "The Receivables -- Maturity and Prepayment
Assumptions." Any reinvestment risk resulting from the rate of prepayments of
the Receivables and the distribution of such prepayments to Class A
Certificateholders will be borne entirely by the Class A Certificateholders.
There can be no assurance that the Certificateholders will be able to reinvest
funds in an instrument with a comparable interest rate in the event the
Certificates are prepaid.

LIMITED ASSETS; SUBORDINATION

The Trust does not have, nor is it permitted or expected to have, any
significant assets or sources of funds other than the Receivables and other
Trust Property, including the right to receive payments under certain
circumstances pursuant to the Shortfall Amount Agreement and from the Reserve
Funds. The Class A Certificates represent interests solely in the Trust and the
Class A Certificates are not obligations of, and will not be insured or
guaranteed by, the Seller, the Servicer, DBNA, the Trustee or any other person
or entity. Consequently, Class A Certificateholders must rely for payment upon
payments on or on account of the Receivables (to the extent described herein),
payments under the Shortfall Amount Agreement and, if and to the extent
available, amounts on deposit in the Class A Reserve Fund.

12
<PAGE> 15

holders. Moreover, the Class A Certificateholders will not be entitled to
distributions from amounts on deposit in the Class B Reserve Fund.

RISK OF DELINQUENCIES, REPOSSESSIONS AND LOSSES; SOCIAL, LEGAL AND ECONOMIC
FACTORS

Delinquencies, repossessions and losses on commercial vehicle contracts are
particularly sensitive to adverse factors affecting the U.S. industrial sector.
The Seller, however, is unable to determine and has no basis to predict whether,
or to what extent, social, legal or economic factors will affect future payment
patterns.

LIMITED NATURE OF CERTIFICATE RATING

It is a condition to the issuance of the Class A Certificates that the
Class A Certificates be rated Aaa by Moody's and AAA by S&P. The rating is based
primarily on the credit quality of the Receivables and the level of
subordination of the Class B Certificates. There is no assurance that the rating
will remain for any given period of time or that the rating will not be lowered
or withdrawn entirely by the assigning Rating Agency, if in its judgment
circumstances in the future so warrant. The rating assigned to the Class A
Certificates by a Rating Agency will reflect such Rating Agency's assessment of
the likelihood that Class A Certificateholders will receive the payments of
interest and principal required to be made under the Agreement, in the case of
principal, on or prior to the Final Scheduled Distribution Date, and in the case
of interest, on each Distribution Date. The rating is not a recommendation to
purchase, hold or sell Class A Certificates, inasmuch as a rating does not
comment as to market price or suitability for a particular investor.

NEWLY FORMED TRUST

The Seller will establish the Trust by selling and assigning the
Receivables and certain other Trust Property to the Trustee in exchange for the
Certificates. The Trust will have no operating history and will not acquire any
assets other than the Trust Property, nor will the Trust engage in any business
activity other than acquiring and holding Trust Property and proceeds therefrom,
issuing Certificates, making payments thereon and related activities. See
"Formation of the Trust."

EFFECTS OF BOOK ENTRY REGISTRATION OF THE CLASS A CERTIFICATES

The Class A Certificates will be represented initially by physical
certificates registered in the name of Cede & Co. as nominee of DTC, and will
not be registered in the names of the Certificate Owners or their nominees. No
Class A Certificate Owner will be entitled to receive a definitive certificate
representing such person's interest in the Trust except in certain limited
circumstances, as described herein. Under the terms of the Agreement, unless
definitive certificates are issued, Class A Certificate Owners will not be
recognized as Certificateholders, and will be permitted to exercise the rights
of the Certificateholders only indirectly through DTC. See "The Certificates --
General," "-- Book Entry Registration" and "-- Definitive Certificates." Unless
and until Definitive Certificates are issued, monthly and annual reports
concerning the Trust will be sent to Cede & Co., as nominee of DTC and
registered holder of the Class A Certificates, and not directly to Certificate
Owners who may obtain such reports through DTC and its Indirect Participants.
See "Reports to the Class A Certificateholders."

TAX ACCOUNTING ISSUES

There is uncertainty with respect to a number of issues that could affect
the amount, character and timing of income required to be reported by Class A
Certificate Owners for federal income tax purposes because there are no judicial
or administrative authorities addressing substantially similar facts. In
general, these issues include whether the Internal Revenue Service will view the
Class A Certificate Owners as owning undivided interests in each Receivable and
each other asset of the Trust or, alternatively, as owning an undivided interest
in a single debt obligation of the Seller; the allocation of tax basis among
various items, including the Shortfall Amount Agreement; the methodology and
assumptions

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<PAGE> 16

relating to the calculation of original issue discount; and the treatment and
characterization of certain payments, including whether any portion of the
Servicing Fees would be treated as "stripped coupons" under Section 1286 of the
Code. Furthermore, for administrative convenience, the Servicer intends to adopt
certain conventions for calculating income on the Receivables which include
estimation of accrued amounts on and calculating income from all of the
Receivables and the Shortfall Amount Agreement on an aggregate basis. The use of
such methods could result in the income reported to Class A Certificate Owners
for any period being different from the income that would be reported if income
were reported on a Receivable-by-Receivable basis over the period during which
income accrues on each Receivable. If reporting on such basis results in
under-reporting of income, or if the Internal Revenue Service were to take a
position different from that adopted by the Trust with respect to any issue, a
Class A Certificate Owner could be required to pay interest on underpayments of
tax and could be subject to penalties for under-reporting of income. For a
further discussion of the foregoing, see "Certain Federal Income Tax
Consequences -- Tax Accounting Issues" herein.

FORMATION OF THE TRUST

The Seller will establish the Trust by selling and assigning the
Receivables and certain other Trust Property to the Trustee in exchange for the
Certificates. Prior to such sale and assignment, the Trust will have no assets
or obligations or any operating history. The Trust will not engage in any
activity other than acquiring and holding Trust Property and proceeds therefrom,
issuing Certificates, making payments thereon and related activities.

The Servicer will service the Receivables, either directly or through
subservicers, and will be paid the Servicing Fee out of collections from the
Receivables, prior to distributions to Certificateholders. Certain other
expenses of the Trust will be paid by or on behalf of the Servicer or the Seller
as provided in the Agreement. See "The Certificates -- Servicing Procedures,"
"-- Servicing Compensation" and "-- Distributions on Certificates."

The Servicer will hold the Receivables and the certificates of title or
ownership relating to the Financed Vehicles as custodian for the Trustee.
However, the Receivables will not be marked or stamped to indicate that they
have been sold to the Trust, and the certificates of title or ownership for the
Financed Vehicles will not be endorsed or otherwise amended to identify the
Trust as the new secured party. Under such circumstances and in certain
jurisdictions, the Trust's interest in the Receivables and the Financed Vehicles
may be defeated. See "Certain Legal Aspects of the Receivables."

The Trust will not acquire any assets other than the Trust Property, and it
is not anticipated that the Trust will have any need for additional capital
resources. Because the Trust will have no operating history upon its
establishment and will not engage in any business other than acquiring and
holding the Trust Property, issuing the Certificates and distributing payments
on the Certificates, no historical or pro forma financial statements or ratios
of earnings to fixed charges with respect to the Trust have been included
herein.

THE TRUST PROPERTY

Each Certificate will represent a fractional undivided interest in certain
assets of the Trust. The Trust Property will include (i) the Receivables, (ii)
all monies due thereunder on or after the Cutoff Date (but excluding Excess
Amounts), (iii) all amounts and property from time to time held in or credited
to the Collection Account and the Certificate Account, (iv) all of the Seller's
security interests in the Financed Vehicles, (v) all rights to receive payments
under certain circumstances from the Reserve Funds, (vi) all of the Seller's
rights under the Shortfall Amount Agreement, (vii) all of the Seller's rights to
receive proceeds from claims on physical damage, credit life and disability
insurance policies covering the Financed Vehicles or the Obligors, (viii) all of
the Seller's right to all documents contained in the Receivable Files, (ix)
certain rights under the Purchase Agreement, including the right of the Seller
to cause MBCC to repurchase Receivables from time to time from the Seller under
certain circumstances

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<PAGE> 17

specified therein, (x) all of the Seller's rights, if any, of recourse against
Dealers arising out of breaches by Dealers in connection with the Receivables,
(xi) all property (including the right to receive future Liquidation Proceeds
and Recoveries) that secures a Receivable and that will have been acquired by or
on behalf of the Trustee, (xii) the Servicing Guaranty Agreement, and (xiii) all
proceeds (within the meaning of Section 9-306 of the UCC) of the foregoing.

MBCC'S COMMERCIAL VEHICLE CONTRACT PORTFOLIO

GENERAL

MBCC currently purchases commercial vehicle retail installment contracts
for, and retail loans evidenced by notes secured by, medium- and heavy-duty
trucks, tractors and trailers (the "Commercial Vehicle Contracts") directly from
authorized Freightliner commercial vehicle dealers ("Dealers") throughout the
United States. The Commercial Vehicle Contracts are originated by the Dealers
who regularly sell such contracts to MBCC as well as to other finance sources.
MBCC purchases Commercial Vehicle Contracts in accordance with its established
underwriting procedures, subject to the terms of an agreement with a Dealer (the
"Dealer Agreement").

The Dealer Agreement, among other things, obligates the Dealer to
repurchase any Commercial Vehicle Contract for the outstanding principal balance
if the Dealer breaches certain representations and warranties. The
representations and warranties typically relate to the origination of the
Commercial Vehicle Contract and the security interest in the related medium- or
heavy-duty truck, tractor or trailer (a "Commercial Vehicle") and not to the
creditworthiness of the obligors under the Commercial Vehicle Contract or the
collectability of the contract.

MBCC purchases Commercial Vehicle Contracts relating to new and used
medium- and heavy-duty trucks and tractors manufactured by Freightliner and
Commercial Vehicle Contracts relating to used trucks and tractors and new and
used trailers manufactured by companies other than Freightliner. See "--
Underwriting" below.

UNDERWRITING

MBCC's underwriting standards emphasize each prospective obligor's ability
to pay and creditworthiness as well as the asset value of the Commercial Vehicle
that secures the Commercial Vehicle Contract. Prior to its purchase of
Commercial Vehicle Contracts, MBCC reviews credit applications from the
obligors. An assessment is made of the relative degree of credit risk indicated
by these criteria and the decision to grant or deny credit is made at the
appropriate management level.

SERVICING AND COLLECTION

MBCC measures delinquency by the number of days elapsed from the date a
payment is due under the Commercial Vehicle Contract (the "Due Date"). MBCC
considers a payment to be past due or delinquent when the obligor fails to pay
$50 or more of a scheduled payment by the related Due Date. MBCC generally
begins collection activities with respect to delinquent Commercial Vehicle
Contracts on the 11th day after the Due Date if payment has not been received.
MBCC also uses an automated system of monitoring delinquency, which categorizes
delinquent accounts into different priorities of collection activity, based on
the level of delinquency of each account.

MBCC's collectors are assigned to specific obligors and attempt to contact
the delinquent obligor by telephone or by letter based on the term of
delinquency and the history of the account. Repossession procedures typically
begin when a Commercial Vehicle Contract becomes between 60 to 90 days
delinquent. Repossession is carried out pursuant to specific procedures adopted
by MBCC.

Any deficiencies remaining after repossession and sale of the related
Commercial Vehicle or after the full charge-off of the related Commercial
Vehicle Contract are pursued by MBCC to the extent practicable and legally
permitted. Obligors are contacted, and when warranted by individual
circumstances,

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<PAGE> 18

repayment schedules are established and monitored until the deficiencies are
either paid in full or become impractical to pursue.

PHYSICAL DAMAGE INSURANCE

Each Commercial Vehicle Contract requires the obligor to obtain physical
damage insurance covering loss or damage to the Commercial Vehicle, except in
the case of certain fleet customers which are permitted to be self-insured in
accordance with MBCC's customary standards. Except for contracts for such fleet
customers, the Dealer Agreements include a requirement that the Dealers provide
MBCC with written confirmation that there is physical damage insurance
acceptable to MBCC covering each Commercial Vehicle at the time that MBCC
purchases the Commercial Vehicle Contracts from the Dealers. If an obligor
required to maintain physical damage insurance fails to maintain the required
insurance, MBCC will, upon receipt of notice of the obligor's failure, contact
the obligor in an attempt to correct the obligor's failure.

DELINQUENCY AND LOSS EXPERIENCE

Set forth below is certain information concerning MBCC's entire portfolio
of Commercial Vehicle Contracts, including Commercial Vehicle Contracts
previously sold which MBCC continues to service. There is no assurance that the
delinquency and loss experience of the Receivables will be comparable to MBCC's
experience shown in the following tables.

DELINQUENCY EXPERIENCE OF THE PORTFOLIO(1)

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPT.
30, YEARS ENDED DECEMBER 31,
------------------------ ------------------------------------------------
1996 1995 1995 1994 1993 1992
---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Gross Balance
Outstanding
at end of period... $1,859,527 $1,445,732 $1,528,290 $1,232,260 $856,389 $572,222
Gross Balance Past
Due as a Percentage
of Gross Balance
31-60 Days......... 3.68% 2.95% 3.36% 1.49% 1.85% 2.64%
61-90 Days......... 1.19 0.51 0.89 0.19 0.44 0.32
91 Days or more.... 2.77 0.26 2.62 1.61 0.26 0.84
---------- ---------- ---------- ---------- -------- --------
Total...... 7.64% 3.72% 6.87% 3.29% 2.55% 3.80%
========== ========== ========== ========== ========= =========
</TABLE>

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

(1) The period of delinquency is based on the number of days payments are
contractually past due. Percentages are calculated by dividing the gross
remaining balance past due by the gross balances of the portfolio at the
end of the period.

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<PAGE> 19

NET CREDIT LOSS AND REPOSSESSION EXPERIENCE OF THE PORTFOLIO(1)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPT. 30, YEARS ENDED DECEMBER 31,
-------------------------- -----------------------------------------------
1996 1995 1995 1994 1993 1992
----------- ----------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Principal Amount
Outstanding............... $ 1,443,000 $ 1,128,000 $ 1,198,800 $ 976,000 $ 694,400 $ 457,100
Average Principal Amount
Outstanding............... $ 1,301,398 $ 1,039,130 $ 1,072,077 $ 850,808 $ 588,892 $ 369,277
Number of Units
Outstanding............... 37,628 28,815 $ 31,231 24,429 17,631 13,072
Average Number of Units
Outstanding............... 34,067 26,289 27,271 21,202 15,556 11,564
Net Losses(2)............... $ 7,876 $ 2,636 $ 5,297 $ 6,340 $ 2,840 $ 9,076
Number of Repossessions as a
Percent of the Average
Number of Units
Outstanding(3)............ 4.73% 3.02% 2.91% 1.82% 2.75% 2.01%
Net Losses as a Percentage
of Principal
Outstanding............... 0.73%(4) 0.31%(4) 0.44% 0.65% 0.41% 1.99%
Net Losses as a Percentage
of Average Principal
Outstanding............... 0.81%(4) 0.34%(4) 0.49% 0.75% 0.48% 2.46%
</TABLE>

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

(1) All amounts and percentages except as indicated are based on the
principal balances of the Commercial Vehicle Contracts net of unearned finance
and other charges. Averages are computed by taking a simple average of month end
outstandings for each period presented.

(2) Net Losses are equal to the total aggregate principal balance
(including accrued interest up to the time of repossession) determined to be
uncollectible in the period plus all costs of repossession and disposal less
recoveries received.

(3) Number of Repossessions means the number of repossessed Commercial
Vehicles during the period presented.

(4) Annualized rate. The nine-month period ending September 30, 1996 is
not necessarily indicative of a full year's actual results.

MBCC's loss experience for its Commercial Vehicle Contract portfolio is
dependent upon general economic conditions, receivable levels, the number of
repossessions, the amount outstanding at the time of repossession, and the
resale value of repossessed vehicles. MBCC believes that fluctuations in
delinquencies, repossessions and losses on its Commercial Vehicle Contract
portfolio generally follow cycles in the overall business environment.
Delinquencies, repossessions and losses are particularly sensitive to adverse
factors affecting the U.S. industrial sector, because that sector generates a
significant portion of the freight tonnage hauls.

Higher losses in 1992 reflect an increase in default frequency attributable
to a weakened economy and a softened used commercial vehicle market. The
reduction in net losses for 1993, 1994 and 1995 are the result of higher vehicle
resale values, lower repossession rates and the consolidation of MBCC's truck
financing operations. MBCC believes that the increase in delinquencies,
repossessions and losses during the nine months ended September 30, 1996 was due
to the relative overcapacity in the number of freight carriers versus tonnage
hauled. MBCC's underwriting and collection policies have remained constant over
all years presented, while its computerized systems have had significant
software enhancements over the past two years in the areas of collections,
repossession inventory tracking and remarketing of repossession inventory.

17
<PAGE> 20

THE RECEIVABLES

SELECTION CRITERIA

The Receivables were purchased by MBCC from Dealers in the ordinary course
of business in accordance with MBCC's underwriting standards. The Receivables
were selected from the MBCC portfolio by several criteria, including the
following: (i) each Receivable was secured by one or more Commercial Vehicles,
(ii) each Receivable had an annual percentage rate of interest ("APR") of at
least 6.90% and not more than 21.04%, (iii) each Receivable had a remaining
maturity, as of the Cutoff Date, of not more than 80 months, and an original
maturity of not more than 84 months, (iv) each Receivable had a remaining
balance (net of unearned precomputed finance charges, as of the Cutoff Date) of
not more than $7,380,657.16 and not less than $527.08, (v) no Receivable was
more than 60 days delinquent as of the Cutoff Date, (vi) no Financed Vehicle had
been repossessed as of the Cutoff Date, (vii) each Receivable is a Fully
Amortizing Receivable or a Balloon Receivable, (viii) each Receivable was
originated prior to November 1, 1996, (ix) no Obligor was, as of the Cutoff
Date, to the knowledge of MBCC, the subject of a proceeding under the Bankruptcy
Code, (x) each Receivable was originated in the United States by a Dealer in
connection with the retail sale of one or more Financed Vehicles in the ordinary
course of such Dealer's business and (xi) the Obligor under each Receivable had
a current billing address in the United States as of the Cutoff Date. The
Receivables are believed by MBCC to be representative of all the Commercial
Vehicle Contracts in MBCC's portfolio that met the above criteria. "Fully
Amortizing Receivables" are Receivables that provide for monthly payments that
fully amortize the amount financed over its original term to maturity. "Balloon
Receivables" are Receivables that provide for monthly payments except that a
larger payment becomes due on the final maturity date for such Receivables.

CERTAIN CHARACTERISTICS

The composition of the Receivables, geographical distribution of the
Receivables, distribution by outstanding balance of the Receivables,
distribution by remaining maturity of the Receivables, distribution by APR of
the Receivables and composition of Balloon Receivables as of the Cutoff Date are
set forth in the following tables:

COMPOSITION OF THE RECEIVABLES

<TABLE>
<S> <C>
Aggregate Principal Balance...........................................$862,927,984.74
Number of Receivables..........................................................12,301
Number of Commercial Vehicles..................................................18,727
Average Number of Commercial Vehicles per Receivable.............................1.52
Average Receivable Principal Balance.......................................$70,151.04
Average Principal Balance per Commercial Vehicle...........................$46,079.35
Average Original Receivables Amount Financed...............................$86,092.82
(Range)..................................................$3,318.32 to $7,598,965.03
Weighted Average APR...........................................................10.54%
(Range).............................................................6.90% to 21.04%
Weighted Average Original Term to Maturity...............................49.64 months
(Range)..............................................................6 to 84 months
Weighted Average Remaining Term to Maturity..............................40.01 months
(Range)..............................................................1 to 80 months
No single Obligor accounts for more than 2% of the initial aggregate Principal
Balance of the Receivables.
</TABLE>

18
<PAGE> 21

GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES(1)

<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL AGGREGATE
STATE PRINCIPAL BALANCE
- -------------------------------------------------------------------------- -----------------
<S> <C>
Alabama................................................................... 4.90%
Arkansas.................................................................. 6.37
California................................................................ 5.03
Colorado.................................................................. 1.43
Florida................................................................... 5.00
Georgia................................................................... 2.36
Illinois.................................................................. 7.09
Indiana................................................................... 3.25
Iowa...................................................................... 1.05
Kansas.................................................................... 1.11
Louisiana................................................................. 2.06
Michigan.................................................................. 2.22
Minnesota................................................................. 1.29
Mississippi............................................................... 1.68
Missouri.................................................................. 3.09
Montana................................................................... 1.08
Nebraska.................................................................. 1.24
New Jersey................................................................ 2.17
New York.................................................................. 2.07
North Carolina............................................................ 2.24
Ohio...................................................................... 6.24
Oklahoma.................................................................. 5.83
Pennsylvania.............................................................. 3.32
Tennessee................................................................. 4.44
Texas..................................................................... 6.83
Virginia.................................................................. 1.02
Washington................................................................ 1.13
Wisconsin................................................................. 4.60
All Other(2).............................................................. 9.85
Total(3)............................................................. 100.00%
=====
</TABLE>

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

(1) Based on the addresses of the Obligors as reflected on the records of MBCC.

(2) No other state accounts for more than 1% of the initial outstanding Pool
Balance.

(3) Percentages may not add to 100.00% due to rounding.

19
<PAGE> 22

DISTRIBUTION BY OUTSTANDING

BALANCE OF THE RECEIVABLES

<TABLE>
<CAPTION>
PERCENTAGE
OF AGGREGATE
REMAINING REMAINING
OUTSTANDING NUMBER OF PRINCIPAL PRINCIPAL
BALANCES RECEIVABLES BALANCE BALANCE(1)
------------------------------------ ----------- --------------- ------------
<S> <C> <C> <C>
$ 24,999.99 and Less 2,867 $ 43,753,921.73 5.07%
25,000.00 to $ 49,999.99 4,142 152,672,030.53 17.69
50,000.00 to $ 74,999.99 3,013 185,015,676.91 21.44
75,000.00 to $ 99,999.99 1,267 106,666,906.61 12.36
100,000.00 to $249,999.99 508 78,569,970.00 9.11
250,000.00 to $499,999.99 265 89,715,430.14 10.40
500,000.00 to $999,999.99 194 131,543,802.22 15.24
1,000,000.00 and Greater 45 74,990,246.60 8.69
----------- --------------- ------------
Total..................... 12,301 $862,927,984.74 100.00%
=========== =============== =============
</TABLE>

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

(1) Percentages may not add to 100.00% due to rounding.

DISTRIBUTION BY REMAINING MATURITY

OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
PERCENTAGE
OF AGGREGATE
REMAINING REMAINING REMAINING
MATURITY NUMBER OF PRINCIPAL PRINCIPAL
(MONTHS) RECEIVABLES BALANCE BALANCE(1)
- --------- ----------- --------------- ------------
<S> <C> <C> <C>
1 to 11 671 $ 11,835,850.35 1.37%
12 to 23 1,896 90,425,984.14 10.48
24 to 35 3,755 213,523,375.57 24.74
36 to 47 3,416 290,509,032.52 33.67
48 to 59 2,231 226,951,674.63 26.30
60 to 71 306 27,085,820.03 3.14
72 to 80 26 2,596,247.50 0.30
----------- --------------- ------------
Total 12,301 $862,927,984.74 100.00%
=========== =============== =============
</TABLE>

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

(1) Percentages may not add to 100.00% due to rounding.

20
<PAGE> 23

DISTRIBUTION BY APR OF THE RECEIVABLES

<TABLE>
<CAPTION>
PERCENTAGE
OF AGGREGATE
REMAINING
NUMBER OF REMAINING PRINCIPAL
APR RANGE(%) RECEIVABLES PRINCIPAL BALANCE BALANCE(1)
- ------------------ ----------- ----------------- ------------
<S> <C> <C> <C>
6.900 to 6.999 29 $ 17,515,031.32 2.03%
7.000 to 7.999 453 114,614,892.75 13.28
8.000 to 8.999 1,042 185,042,626.02 21.44
9.000 to 9.999 1,335 118,763,789.79 13.76
10.000 to 10.999 1,281 93,845,925.81 10.88
11.000 to 11.999 1,129 71,208,863.63 8.25
12.000 to 12.999 1,657 88,198,087.59 10.22
13.000 to 13.999 1,504 62,846,824.11 7.28
14.000 to 14.999 1,817 56,343,246.09 6.53
15.000 to 15.999 1,331 36,749,755.72 4.26
16.000 to 16.999 463 10,731,738.99 1.24
17.000 to 17.999 170 4,102,759.67 0.48
18.000 to 18.999 58 1,951,728.16 0.23
19.000 to 19.999 30 959,983.16 0.11
20.000 and Greater 2 52,731.93 0.01
----------- ----------------- ------------
Total 12,301 $862,927,984.74 100.00%
=========== ================ =============
</TABLE>

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

(1) Percentages may not add to 100.00% due to rounding.

COMPOSITION OF BALLOON RECEIVABLES

<TABLE>
<CAPTION>
WEIGHTED
WEIGHTED WEIGHTED AVERAGE
REMAINING REMAINING WEIGHTED AVERAGE AVERAGE ORIGINAL
BALLOON PRINCIPAL AVERAGE ORIGINAL REMAINING AMORTIZATION
TERM (MONTHS) BALANCE COUPON TERM (MONTHS) TERM (MONTHS) TERM (MONTHS)(1)
- ------------- --------------- -------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
1 to 36 $124,902,107.32 8.74% 37 26 54
37 to 48 65,440,323.96 8.87 49 42 64
49 to 60 54,051,679.85 9.74 60 55 72
61 to 72 3,778,704.95 10.81 70 68 81
73 to 80 469,940.85 9.28 84 79 93
-- -- --
--------------- --------
All Balloon
Receivables $248,642,756.93 9.02% 46 37 61
=============== ========= =============== =============== ==================
</TABLE>

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

(1) Amortization term of receivable used to determine monthly payment amount
(excluding balloon payment).

Approximately 51.5% of the total number of Receivables included in the
Trust, and approximately 77.9% by principal balance of the Receivables included
in the Trust, relate to new Commercial Vehicles. Approximately 48.5% of the
total number of Receivables included in the Trust, and approximately 22.1% by
principal balance of the Receivables included in the Trust, relate to used
Commercial Vehicles.

Because the Receivables included in the Trust will not include any
Receivable which has an APR which is less than the sum of the Pass-Through Rate
and the Servicing Rate, certain Receivables may be excluded from the Trust as
ultimately constituted following the determination of the Pass-Through Rate.

21
<PAGE> 24

PAYMENTS ON THE RECEIVABLES

MBCC generally allocates payments received on all of the Receivables
according to the "actuarial" method. The actuarial method provides for
amortization of the loan over a series of fixed level monthly installments.
However, Balloon Receivables provide for monthly payments consisting of monthly
installments except that a larger payment becomes due on the final maturity date
for such Receivables. Each monthly installment is deemed to consist of an amount
of interest equal to a percentage of the stated APR of the loan multiplied by
the scheduled principal balance. The remainder of the scheduled payment is
applied to principal. Generally, no adjustment is made in the event of early or
late payments, although in the latter case the obligor is subject to a late
payment penalty.

Notwithstanding that scheduled payments are allocated by MBCC in accordance
with the actuarial method, in the event of a Prepaid Receivable, the amount
owing by the Obligor will be determined by considering that previous payments on
the Receivable were allocated according to the "simple interest" or "Rule of
78's" method. Unlike the actuarial method, the simple interest method treats
each monthly payment as including an installment of interest which is calculated
on the basis of the outstanding principal balance of the receivable multiplied
by the stated APR and further multiplied by the period elapsed (as a fraction of
a calendar year) since the preceding payment of interest was made. As payments
are received, the simple interest method provides that the amount received is
applied first to interest accrued to the date of payment and the balance is
applied to reduce the unpaid principal balance. Accordingly, under the simple
interest method, if an obligor pays a fixed monthly installment before its
scheduled due date, the portion of the payment allocable to interest for the
period since the preceding payment was made will be less than it would have been
had the payment been made as scheduled, and the portion of the payment applied
to reduce the unpaid principal balance will be correspondingly greater.
Conversely, under the simple interest method, if an obligor pays a fixed monthly
installment after its scheduled due date, the portion of the payment allocable
to interest for the period since the preceding payment was made will be greater
than it would have been had the payment been made as scheduled, and the portion
of the payment applied to reduce the unpaid principal balance will be
correspondingly less.

A Rule of 78's receivable provides for the payment by the obligor of a
specified total amount of equal monthly installments, which total represents the
principal amount financed plus add-on interest in an amount calculated on the
basis of the stated annual interest rate for such receivable. Under the Rule of
78's, the amount of a payment allocable to interest on a receivable is
determined by multiplying the total amount of add-on interest payable over the
term of the receivable by a fraction derived as described below. The fraction
used in the calculation of add-on interest earned each month under a Rule of
78's receivable has as its denominator a number equal to the sum of a series of
numbers representing the number of each monthly payment due under the
receivable. For example, with a receivable providing for 12 payments, the
denominator of each month's fraction will be 78, the sum of a series of numbers
from 1 to 12. The numerator of the fraction for a given month is the number of
payments remaining before giving effect to the payment to which the fraction is
being applied. Accordingly, in the example of a twelve payment receivable, the
fraction for the first payment is 12/78, for the second payment 11/78, for the
third payment 10/78, and so on through the final payment, for which the fraction
is 1/78. The applicable fraction is then multiplied by the total add-on interest
to determine the interest earned that month. The difference between the amount
of the monthly payment by the obligor and the amount of earned add-on interest
calculated for the month is applied to principal reduction.

Because of the method of determining the amount owing by the Obligor in the
event of a Prepaid Receivable, the amount received or receivable from the
Obligor upon such Receivable might not in certain cases be equal to the full
Principal Balance of the Receivable as reflected on the books of the Trust
together with a full month's interest on such Principal Balance at the APR of
the Receivable. Such cases generally would be limited to circumstances in which
the Obligor generally had been making payments of the monthly amount owed on the
Receivable earlier than the date scheduled for such monthly payment.

22
<PAGE> 25

"Principal Balance" means, with respect to any Receivable as of any date,
the Amount Financed minus the sum of: (i) that portion of all scheduled payments
due on or prior to such date and, with respect to periods prior to the initial
Collection Period, the amount indicated in such Receivable as required to be
paid by the Obligor in each such period, whether or not paid, allocable to
principal in accordance with the actuarial method, and (ii) any prepayment in
full applied by the Servicer to reduce the unpaid principal balance of such
Receivable; provided, however, that the Principal Balance of any Receivable for
any Collection Period after the Collection Period in which it becomes a
Defaulted Receivable will be zero. "Pool Balance" means, as of any date, the
aggregate outstanding Principal Balance of the Receivables (excluding Defaulted
Receivables) as of the close of business on such date. The "Amount Financed" in
respect of a Receivable means the amount originally advanced under such
Receivable toward the purchase price of the related Financed Vehicle and related
costs.

MBCC has agreed in the Shortfall Amount Agreement to pay to the Seller (and
the Seller has assigned its rights to such payment to the Trust), to the extent
there are insufficient funds in the Class A Reserve Fund, the amount (the
"Shortfall Amount") for each Receivable representing the excess of (i) the sum
of (x) the Principal Balance at the beginning of the Collection Period in which
the Receivable becomes a Prepaid Receivable and (y) one month's interest on such
Principal Balance at the APR of such Receivable over (ii) the amount received
from the related Obligor in connection with such prepayment.

In the event that the amount received from an Obligor on a Prepaid
Receivable exceeds the Principal Balance of such Receivable at the beginning of
the Collection Period in which such Receivable becomes a Prepaid Receivable plus
one month's interest on such Principal Balance at the APR of such Receivable,
the excess (the "Excess Amount") will be payable to MBCC and will not be an
asset of the Trust. To the extent that the funds on deposit in the Class A
Reserve Fund on any Distribution Date are less than the Specified Class A
Reserve Balance, the Servicer will be required to deposit investment earnings on
the amounts on deposit in the Collection Account and the Payahead Account and
MBCC will be required to deposit Excess Amounts in the Class A Reserve Fund in
an aggregate amount not greater than the excess of the aggregate Shortfall
Amount for the related Collection Period over the amount deposited therein by
MBCC with respect to such Shortfall Amounts on such Distribution Date.

The Receivables are prepayable by the Obligors at any time. Prepayments may
also result from liquidations due to default, the receipt of proceeds from
physical damage or other insurance, repurchases by the Seller as a result of
certain uncured breaches of the warranties made by it in the Agreement with
respect to the Receivables, purchases by the Servicer as a result of certain
uncured breaches of the covenants made by it in the Agreement with respect to
the Receivables, or the Servicer exercising its option to purchase all of the
remaining Receivables. The rate of prepayments on the Receivables may be
influenced by a variety of economic, social, and other factors, including the
fact that if an Obligor sells or otherwise transfers a Financed Vehicle, the
related Receivable must be repaid in full.

MATURITY AND PREPAYMENT ASSUMPTIONS

Prepayments in full on Receivables will have the effect of reducing the
weighted average life of the Certificates, while delinquencies by Obligors under
the Receivables, as well as extensions on the Receivables, will have the effect
of increasing the weighted average life of the Certificates except to the extent
that the Servicer has made Advances with respect to such delinquent Receivables.
The Receivables may be prepaid at any time and mandatory prepayments of a
Receivable may result from, among other things, the sale, insured loss or other
disposition of the Financed Vehicle or the Receivable becoming a Defaulted
Receivable. MBCC does not generally maintain records of the historical
prepayment experience of its Commercial Vehicle Contract portfolio. No assurance
can be given as to the rate of prepayments or as to whether there will be a
substantial amount of prepayments, nor can any assurance be given as to the
level or timing of prepayments, because prepayments are affected by numerous
social, economic and other factors. Certificateholders will bear all
reinvestment risk resulting from the rate of prepayment of the Receivables.

It is generally recognized by the commercial vehicle finance industry that
the average actual maturity of a commercial vehicle loan portfolio tends to be
less than the average stated contractual maturity. The

23
<PAGE> 26

rate of prepayments on the Receivables may be influenced by a variety of
economic, social and other factors. Any reinvestment risk resulting from the
rate of prepayments of the Receivables and the distribution of such prepayments
to Class A Certificateholders will be borne entirely by the Class A
Certificateholders. In addition, early retirement of the Certificates may be
effected by the exercise of the option of the Servicer, or any successor to the
Servicer, to purchase all of the Receivables remaining in the Trust when the
Pool Balance is 10% or less of the initial Pool Balance. See "The Certificates
- -- Termination."

YIELD CONSIDERATIONS

Interest on the Receivables will be passed through to Class A
Certificateholders on each Distribution Date to the extent of the Pass-Through
Rate, applied to the Class A Principal Balance on the first day of the preceding
Collection Period (reduced by the amount of distributions of principal to be
made on the Distribution Date occurring in such Collection Period). In the event
of prepayments on Receivables, Class A Certificateholders will receive an amount
equal to thirty (30) days' interest on such Class A Principal Balance to the
extent that amounts, including amounts otherwise allocable to the Class B
Certificates or the Seller, are available from the Available Interest (after
reduction of the Servicing Fee), the Class A Reserve Fund and the Class B
Percentage of the Available Principal and are sufficient for such purpose. If
such amounts are insufficient, the amount of interest distributed to the Class A
Certificateholders may be less than that described above. See "The Certificates
- -- Distributions on Certificates."

Although the Receivables have different APRs, disproportionate rates of
prepayments between Receivables with APRs greater than or less than a rate equal
to the sum of the Pass-Through Rate and the Servicing Rate will generally not
affect the yield to Certificateholders. However, higher rates of prepayments of
Receivables with higher APRs will decrease the amount available to cover
delinquencies and defaults on the Receivables and may decrease the amount
available to and from the Reserve Funds. See "The Certificates -- Distributions
on Certificates" and "-- Subordination of the Class B Certificates and Retained
Yield; Reserve Funds."

POOL FACTORS AND OTHER INFORMATION

The "Class A Pool Factor" will be a seven-digit decimal which the Servicer
will compute each month equal to the Class A Principal Balance as of the close
of business on the Distribution Date in that month, divided by the Original
Class A Principal Balance. The Class A Pool Factor will be 1.0000000 as of the
date of the initial issuance of the Certificates (the "Closing Date"), and
thereafter will decline to reflect reductions in the Class A Principal Balance.

A Class A Certificate Owner's portion of the Class A Principal Balance is
the product of (i) the original principal balance of the beneficial interest in
the Class A Certificates purchased by such Class A Certificate Owner and (ii)
the Class A Pool Factor.

Pursuant to the Agreement, the Class A Certificateholders will receive from
the Trustee monthly reports concerning the payments received on the Receivables,
the Pool Balance, the Class A Pool Factor and various other items of
information. Class A Certificateholders of record during any calendar year will
be furnished information by the Trustee for tax reporting purposes not later
than the latest date permitted by law. See "The Certificates -- Statements to
Class A Certificateholders." Such monthly reports and annual tax information may
be available to Certificate Owners in accordance with the regulations and
procedures of DTC. See "Reports to the Class A Certificateholders."

USE OF PROCEEDS

The net proceeds to be received by the Seller from the sale of the Class A
Certificates will be applied to the purchase of the Receivables from MBCC.

24
<PAGE> 27

THE SELLER

Corporate Formation and Existence. The Seller, a wholly-owned subsidiary
of MBCC, was incorporated in the State of Delaware on May 24, 1994. The Seller
was organized for limited purposes, which include purchasing receivables from
MBCC and transferring such receivables to third parties and any activities
incidental to and necessary or convenient for the accomplishment of such
purposes. The principal executive offices of the Seller are located at 1201
North Market Street, Suite 1406, Wilmington, Delaware 19801. The telephone
number of such offices is (302) 426-1900.

Bankruptcy Considerations. The Seller has taken steps in structuring the
transactions contemplated hereby that are intended to prevent any voluntary or
involuntary application for relief by MBCC under any Insolvency Law from
resulting in consolidation of the assets and liabilities of the Seller with
those of MBCC. These steps include the creation of the Seller as a separate,
limited-purpose subsidiary pursuant to a certificate of incorporation containing
certain limitations (including restrictions on the nature of the Seller's
business and a restriction on the Seller's ability to commence a voluntary case
or proceeding under any Insolvency Law without the prior unanimous affirmative
vote of all of its directors). However, there can be no assurance that the
activities of the Seller would not result in a court concluding that the assets
and liabilities of the Seller should be consolidated with those of MBCC in a
proceeding under any Insolvency Law.

The Seller will receive the opinion of its special counsel, Morgan, Lewis &
Bockius LLP ("Special Counsel"), to the effect that, subject to certain facts,
assumptions and qualifications, it would not be a proper exercise by a court of
its equitable discretion to disregard the separate corporate existence of the
Seller and to require the consolidation of the assets and liabilities of the
Seller with the assets and liabilities of MBCC in the event of the application
of the federal bankruptcy laws to MBCC. Among other things, it will be assumed
by Special Counsel that the Seller will follow certain procedures in the conduct
of its affairs, including maintaining records and books of account separate from
those of MBCC, refraining from commingling its assets with those of MBCC and
refraining from holding itself out as having agreed to pay, or being liable for,
the debts of MBCC. The Seller intends to follow and has represented to such
counsel that it will follow these and other procedures related to maintaining
its separate corporate identity. However, there can be no assurance that a court
would not conclude that the assets and liabilities of the Seller should be
consolidated with those of MBCC. If a court were to reach such a conclusion, or
a filing were made under any Insolvency Law by or against the Seller, or if an
attempt were made to litigate any of the foregoing issues, then delays in
distributions on the Certificates could occur or reductions in the amounts of
such distributions could result.

"True Sale" Considerations. It is intended by MBCC and the Seller that the
transfer of the Receivables by MBCC to the Seller under the Purchase Agreement
constitute a "true sale" of the Receivables to the Seller. If the transfer
constitutes such a "true sale," the Receivables and the proceeds thereof would
not be part of MBCC's bankruptcy estate under Section 541 of the Bankruptcy Code
should MBCC become the subject of a bankruptcy case subsequent to the transfer
of the Receivables to the Seller.

The Seller will receive the opinion of its Special Counsel to the effect
that, subject to certain facts, assumptions and qualifications, in the event
MBCC were to become the subject of a voluntary or involuntary case under the
Bankruptcy Code subsequent to the transfer of the Receivables to the Seller, the
transfer of the Receivables by MBCC to the Seller pursuant to the Purchase
Agreement would be characterized as a "true sale" of the Receivables from MBCC
to the Seller and the Receivables and the proceeds thereof would not form part
of MBCC's bankruptcy estate pursuant to Section 541 of the Bankruptcy Code.

25
<PAGE> 28

reasoning, Certificateholders might experience delays in payment or possibly
losses on their investment in the Certificates. As part of the opinion of
Special Counsel described above, such counsel will advise the Seller that the
reasoning of the Octagon case appears to be inconsistent with precedent and the
UCC.

THE SERVICER

MBCC was incorporated in the State of Delaware on April 14, 1981 and is a
wholly-owned subsidiary of DBNA. DBNA, based in New York City, was established
as a holding company in 1982 to achieve financial benefits through the
consolidation of certain Daimler-Benz activities in North America.

MBCC and its subsidiaries comprise the captive finance company for the
Daimler-Benz group in North America. MBCC provides a variety of comprehensive
financial services to dealers and customers of products manufactured or
distributed by Daimler-Benz companies in North America. MBCC and certain of its
subsidiaries primarily provide retail and wholesale financing, leasing, and
other financial services to authorized Mercedes-Benz automobile and Freightliner
commercial vehicle dealers and their customers. Additionally, a wholly-owned
subsidiary provides financing for Daimler-Benz non-vehicle products. The
headquarters of MBCC are located at 201 Merritt 7, Suite 700, Norwalk,
Connecticut 06856-5425. Its telephone number is (203) 847-4500.

DBNA is a wholly-owned subsidiary of Daimler-Benz AG, which is
headquartered in Stuttgart, Germany. Daimler-Benz AG and its consolidated
subsidiaries (collectively "Daimler-Benz") is the largest industrial group in
Germany and a leading provider of traffic and transportation products and
services worldwide. Daimler-Benz business units include passenger cars and
commercial vehicles (Mercedes-Benz), aircraft, space systems, defense and civil
systems, propulsion systems (Daimler-Benz Aerospace), IT services and mobile
communications services, trading, insurance brokerage, and financial services to
primarily support the sale of Daimler-Benz products (Daimler-Benz InterServices
- -debis), as well as rail systems (Adtranz) and microelectronics (Temic). The
worldwide consolidated group consists of approximately 320 subsidiaries. For the
year ended December 31, 1995, Daimler-Benz reported consolidated revenues of
U.S. $72 billion and, according to United States generally accepted accounting
principles, consolidated net loss of U.S. $4 billion.

FREIGHTLINER CORPORATION

Freightliner Corporation ("Freightliner"), headquartered in Portland,
Oregon, is a subsidiary of DBNA and the leading manufacturer of Class 8 trucks
(33,000 pounds gross vehicle weight and above) in North America. Freightliner's
Class 8 sales and market share in the U.S. and Canada are as follows:

<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
United States
Sales (units).......................... 52,890 45,593 37,867
Market share........................... 26.3% 25.0% 23.9%
Canada
Sales (units).......................... 6,416 5,538 3,325
Market share........................... 24.5% 23.0% 18.8%
</TABLE>

Freightliner entered the Business Class 6/7 (26,000 to 33,000 pounds gross
vehicle weight) market in 1991 and has experienced growing success in this
market; unit sales were 8,268, 6,142 and 3,567 in 1995, 1994 and 1993
respectively, in the United States and Canada. Freightliner trucks are
distributed in North America through a network of 250 independent dealers.

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<PAGE> 29

THE CERTIFICATES

The Class A Certificates will be issued pursuant to the Agreement. Copies
of the Agreement may be obtained by the Class A Certificateholders upon written
request to the Trustee and may be available to Certificate Owners in accordance
with the regulations and procedures of DTC. The following summary does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the Agreement.

GENERAL

The Class A Certificates will be offered for purchase generally in
denominations of $1,000 and integral multiples thereof and will be represented
initially by physical certificates registered in the name of Cede & Co. as
nominee of DTC. No Class A Certificate Owner will be entitled to receive a
definitive certificate representing such person's interest in the Trust except
in the event that Definitive Certificates are issued under the limited
circumstances described herein. Unless and until Definitive Certificates are
issued, all references to actions by Class A Certificateholders will refer to
actions taken by DTC upon instructions from its Direct Participants and all
references to distributions, notices, reports and statements to Class A
Certificateholders will refer to distributions, notices, reports and statements
to DTC which distributions, notices, reports and statements may be available to
Certificate Owners in accordance with the regulations and procedures of DTC. See
"Reports to the Class A Certificateholders," "-- Book Entry Registration" and
"-- Definitive Certificates."

In general, it is intended that Class A Certificateholders receive, on each
Distribution Date, the Class A Percentage of the aggregate scheduled payments of
principal (including Advances) and the aggregate prepayments in full of
principal on the Receivables made during or with respect to the preceding
calendar month (the "Collection Period"), plus an amount equal to 30 days'
interest at the Pass-Through Rate on the Class A Principal Balance. See "--
Distributions on Certificates." Principal and interest to be distributed to
Class A Certificateholders may be provided by payments made by or on behalf of
Obligors (to the extent available for payment to the Class A
Certificateholders), the payment of Purchase Amounts by the Seller or the
Servicer, Advances made by the Servicer, draws from the Class A Reserve Fund,
payments under the Shortfall Amount Agreement, proceeds from physical damage
insurance, net liquidation proceeds upon the repossession and sale of Financed
Vehicles or net recoveries of deficiencies from Obligors after the repossession
and sale of Financed Vehicles. See "-- Sale and Assignment of the Receivables"
and "-- Servicing Procedures." In the event that, on any Distribution Date,
funds available from the foregoing sources are insufficient to provide for such
distributions, any shortfall will be payable on the subsequent Distribution
Date, to the extent funds are available therefor.

The Certificates will evidence interests in the Trust created pursuant to
the Agreement. The Class A Certificates will evidence, in the aggregate, an
undivided ownership interest (the "Class A Percentage") of 92.15% of the initial
Principal Balance of, and a portion of the interest accruing under, the
Receivables held by the Trust and the Class B Certificates will evidence, in the
aggregate, an undivided ownership interest (the "Class B Percentage") of 7.85%
of the initial Principal Balance of, and a portion of the interest accruing
under, the Receivables held by the Trust. The Class B Certificates, which are
not being offered hereby, will be retained initially by the Seller, but the
Seller may, at its discretion, subsequently sell all or part of the Class B
Certificates.

BOOK ENTRY REGISTRATION

DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York UCC, and a "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC was created to hold
securities for its participating organizations ("Direct Participants") and to
facilitate the clearance and settlement of securities transactions between
Direct Participants through electronic book-entries, thereby eliminating the
need for physical movement of certificates. Direct Participants include

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<PAGE> 30

securities brokers and dealers, banks, trust companies, and clearing
corporations, and may include certain other organizations. Indirect access to
the DTC system is also available to others such as banks, brokers, dealers, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").

Class A Certificate Owners that are not Direct Participants or Indirect
Participants but desire to purchase, sell, or otherwise transfer ownership of,
or other interests in, Class A Certificates may do so only through Direct
Participants or Indirect Participants. In addition, Class A Certificate Owners
will receive all distributions from the Trustee through Direct Participants or
Indirect Participants. DTC will forward such payments to its Direct Participants
which thereafter will forward them to Indirect Participants or Class A
Certificate Owners. It is anticipated that the only "Class A Certificateholder"
will be Cede & Co. as nominee of DTC. Class A Certificate Owners will not be
recognized by the Trustee as Class A Certificateholders, as such term is used in
the Agreement, and Class A Certificate Owners will be permitted to exercise the
rights of Class A Certificateholders only indirectly through DTC and its Direct
Participants and Indirect Participants.

Under the rules, regulations, and procedures creating and affecting DTC and
its operations (the "Rules"), DTC will be required to make book entry transfers
of Class A Certificates among Direct Participants and to receive and transmit
payments with respect to the Class A Certificates. Direct Participants and
Indirect Participants with which Class A Certificate Owners have accounts with
respect to the Class A Certificates similarly are required to make book entry
transfers and receive and transmit such payments on behalf of their respective
Class A Certificate Owners.

Because DTC can only act on behalf of Direct Participants, who in turn act
on behalf of Indirect Participants, and on behalf of certain banks, trust
companies, and other persons approved by it, the ability of a Class A
Certificate Owner to pledge Class A Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to such
Class A Certificates, may be limited due to the absence of physical certificates
for such Certificates.

DTC has advised the Seller that it will take any action permitted to be
taken by a Class A Certificateholder under the Agreement only at the direction
of one or more Direct Participants to whose accounts with DTC the Class A
Certificates are credited. Additionally, DTC has advised the Seller that to the
extent that the Agreement requires that any action may be taken only by holders
of Class A Certificates representing specified percentages of the aggregate
outstanding principal balance thereof, DTC will take such action only at the
direction of and on behalf of Direct Participants whose holdings include
undivided interests that satisfy such specified percentages. DTC may take
conflicting actions with respect to other undivided interests to the extent that
such actions are taken on behalf of Direct Participants whose holdings include
such undivided interests.

None of the Seller, the Servicer or the Trustee will have any liability for
any aspect of the records relating to or payment made on account of beneficial
ownership interests of the Class A Certificates held by Cede & Co., as nominee
of DTC, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

DEFINITIVE CERTIFICATES

The Class A Certificates will be issued in fully registered, certificated
form ("Definitive Certificates") to Class A Certificate Owners or their
nominees, rather than to DTC or its nominee, only if (i) the Seller advises the
Trustee in writing that DTC is no longer willing or able to discharge properly
its responsibilities as depository with respect to the Class A Certificates and
the Trustee or the Seller is unable to locate a qualified successor, (ii) the
Seller, at its option, elects to terminate the book entry system through DTC, or
(iii) after the occurrence of an Event of Servicing Termination, with respect to
the Class A Certificates, Class A Certificate Owners representing in the
aggregate not less than a majority of the aggregate outstanding Class A
Principal Balance advise the Trustee and DTC through Direct Participants in
writing, and DTC will so notify the Trustee, that the continuation of a book
entry system through DTC (or a successor thereto) is no longer in the Class A
Certificate Owners' best interests.

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<PAGE> 31

Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee is required to notify all Direct Participants through DTC
of the availability of Definitive Certificates. Upon surrender by DTC of the
physical certificates representing the Class A Certificates and receipt by the
Trustee of instructions from DTC for re-registration, the Trustee will reissue
the Class A Certificates as Definitive Certificates, and thereafter the Trustee
will recognize the registered holders of such Definitive Certificates as Class A
Certificateholders under the Agreement ("Holders").

Distributions of principal of, and interest on, the Definitive Certificates
will be made by the Trustee directly to Holders in accordance with the
procedures set forth herein and in the Agreement. Distributions of principal and
interest on each Distribution Date will be made to Holders in whose names the
Definitive Certificates were registered at the close of business on the
preceding Record Date. Such distributions will be made by check mailed to the
address of such Holder as it appears on the register maintained by the Trustee.
The final payment on any Definitive Certificate, however, will be made only upon
presentation and surrender of such Definitive Certificate at the office or
agency specified in the notice of final distribution mailed to Holders.

Definitive Certificates will be transferable and exchangeable at the
offices of the Trustee. No service charge will be imposed for any registration
of transfer or exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge imposed in connection therewith.

SALE AND ASSIGNMENT OF THE RECEIVABLES

At or prior to the time of issuance of the Class A Certificates, pursuant
to the Purchase Agreement MBCC will sell and assign to the Seller, without
recourse, its entire interest in the Receivables (other than payments with
respect to Excess Amounts), including its security interests in the Financed
Vehicles. At the time of issuance of the Class A Certificates the Seller will
sell and assign to the Trustee, without recourse, the Seller's entire interest
in the Receivables, including its security interests in the Financed Vehicles.
Each Receivable conveyed by the Seller to the Trust will be identified in a
schedule incorporated by reference into the Agreement. The Trustee will,
concurrently with such sale and assignment, execute, authenticate and deliver
the Certificates to the Seller in exchange for the Receivables. The Seller will
sell the Class A Certificates to the Underwriters. See "Underwriting."

In the Purchase Agreement, MBCC will represent and warrant to the Seller,
and in the Agreement, the Seller will represent and warrant to the Trustee,
among other things, that (i) the information provided with respect to the
Receivables is correct in all material respects; (ii) except with respect to
certain fleet customers which are permitted by MBCC's standards to self-insure,
the Obligor on each Receivable is required to obtain physical damage insurance
in accordance with MBCC's normal requirements; (iii) at the date of issuance of
the Certificates, the Receivables are free and clear of all security interests,
liens, charges, and encumbrances and no setoffs, defenses, or counterclaims
against it have been asserted or, to the best of MBCC's or the Seller's
knowledge, as relevant, threatened (other than the interest of the Trustee);
(iv) to the best of MBCC's or the Seller's knowledge, as relevant, at the date
of issuance of the Certificates, each of the Receivables is or will be secured
by a first perfected security interest in the Financed Vehicle in favor of MBCC;
and (v) each Receivable, at the time it was originated, complied, and at the
date of issuance of the Certificates complies, in all material respects, with
applicable federal and state laws, including consumer credit, truth in lending,
equal credit opportunity, and disclosure laws.

The only recourse the Trustee and the Certificateholders will have against
the Seller for breach or failure to be true of any of the foregoing
representations and warranties with respect to a Receivable will be to require
the Seller to repurchase the Receivable. See "-- Mandatory Repurchase of
Receivables."

To assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Trustee will appoint the Servicer as initial custodian
of the Receivables. The Servicer, in its capacity as custodian, will hold the
Receivables and all electronic entries, documents, instruments and writings
relating thereto (each, a "Receivable File"), either directly or through
subservicers, on behalf of the Trustee for the benefit of Certificateholders.
The Receivables will not be stamped or otherwise marked to reflect the sale and
assignment of the Receivables to the Trust and will not be segregated from other

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<PAGE> 32

receivables held by the Servicer or the subservicers. However, UCC financing
statements reflecting the sale and assignment of the Receivables by MBCC to the
Seller and by the Seller to the Trustee will be filed, and the Servicer's
accounting records and computer systems will be marked to reflect such sale and
assignment. See "Formation of the Trust" and "Certain Legal Aspects of the
Receivables."

MANDATORY REPURCHASE OF RECEIVABLES

In the event of a breach or failure to be true of any representation or
warranty with respect to the Receivables described in "-- Sale and Assignment of
the Receivables," which breach or failure materially and adversely affects the
interests of the Trust and the Certificateholders in a Receivable, the Seller,
unless such breach or failure has been cured by the last day of the Collection
Period which includes the 60th day after the date on which the Seller becomes
aware of, or receives written notice from the Trustee or the Servicer of, such
breach or failure, will be required to repurchase the Receivable from the
Trustee, and MBCC will be required to repurchase such Receivable from the
Seller, in each case as of the first day of the subsequent Collection Period,
for the Purchase Amount. The Purchase Amount is payable on the Distribution Date
in such subsequent Collection Period. The obligation of the Seller to repurchase
a Receivable is not conditioned on performance by MBCC of its obligation to
repurchase a Receivable. The repurchase obligation will constitute the sole
remedy available to the Certificateholders or the Trustee against the Seller for
any such uncured breach or failure. No Class A Certificateholder will have any
right under the Agreement to institute any proceeding with respect to the
Agreement, unless such holder has given the Trustee written notice of default
and unless the holders of Certificates evidencing not less than a majority of
the sum of the Class A Principal Balance and Class B Principal Balance
(excluding any Certificates held by the Seller or any Affiliate (as defined in
the Agreement) of the Seller) have made a written request to the Trustee to
institute such proceeding in its own name as Trustee thereunder and have offered
to the Trustee reasonable indemnity, and the Trustee for 30 days has neglected
or refused to institute any such proceeding.

The "Purchase Amount" of any Receivable means, with respect to any
Distribution Date and a Purchased Receivable on such Distribution Date, an
amount equal to the sum of (a) the outstanding principal balance of such
Receivable as of the first day of the Collection Period preceding the Collection
Period in which such Distribution Date occurs, and (b) the amount of accrued
interest on such principal balance at the related APR from the date a payment
was last made by or on behalf of the Obligor through the due date for payment of
such Receivable in the Collection Period preceding the Collection Period in
which such Distribution Date occurs, and after giving effect to the receipt of
monies collected on such Receivable in such preceding Collection Period and any
Payahead Balance with respect to such Receivable.

ACCOUNTS

The Trustee will establish two accounts in the name of the Trustee on
behalf of the Trust and the Certificateholders, the first into which certain
payments made on or with respect to the Receivables will be deposited (the
"Collection Account") and the second from which all distributions with respect
to the Receivables and the Certificates will be made (the "Certificate
Account"). The Seller will establish the Class A Reserve Fund as an account with
the Class A Agent, on behalf of the Trust and the Class A Certificateholders and
will establish the Class B Reserve Fund as an account with the Class B Agent on
behalf of the Trust and the Class B Certificateholders. The Collection Account,
the Certificate Account, the Reserve Funds and the Payahead Account (as
described below) are collectively referred to as the "Accounts." The Reserve
Funds and the Payahead Account will not be assets of the Trust.

Each Account will be maintained at all times in an Eligible Deposit
Account. "Eligible Deposit Account" means either (a) a segregated account with
an Eligible Bank or (b) a segregated trust account with the trust department of
a depository institution 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 trust powers and acting as trustee
for funds deposited in such account, so long as the long-term unsecured debt of
such depository institution will have a credit rating from each Rating

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<PAGE> 33

Agency in one of its generic rating categories which signifies investment grade
(which, for Moody's, is Baa3 or higher, and for S&P, is BBB- or higher).

"Eligible Bank" means any depository institution with trust powers (which
may be the Trustee), organized under the laws of the United States of America or
any one of the states thereof or the District of Columbia, which has a net worth
in excess of $50,000,000, the deposits of which are insured to the full extent
permitted by law by the Federal Deposit Insurance Corporation (the "FDIC"),
which is subject to supervision and examination by federal or state banking
authorities and which has (i) a rating of P-1 from Moody's and A-1+ from S&P
with respect to short-term deposit obligations, or (ii) if such institution has
issued long-term unsecured debt obligations, a rating of A2 or higher from
Moody's and AAA from S&P with respect to long-term unsecured debt obligations.

Funds in the Accounts will be invested as provided in the Agreement in
Eligible Investments. "Eligible Investments" are generally limited to
investments acceptable to the Rating Agencies as being consistent with the
rating of the Class A Certificates. Eligible Investments are limited to
obligations or securities that mature not later than the next Distribution Date.
However, to the extent permitted by each Rating Agency, funds on deposit in the
Reserve Funds may be invested in securities that will not mature prior to the
next Distribution Date with respect to the Certificates and will not be sold to
meet any shortfalls. Investment earnings on amounts on deposit in the Collection
Account will be deposited in the Class A Reserve Fund in an amount not to exceed
the Shortfall Amount with respect to such Distribution Date to the extent that
the funds on deposit therein are less than the Specified Class A Reserve
Balance. Any earnings (net of losses and investment expenses) on amounts on
deposit in the other Accounts, except as otherwise specified herein, will be
paid to the Seller, the Class B Certificateholders, MBCC or the Servicer, as
specified in the Agreement, and will not be available to Class A
Certificateholders.

The Trustee will also establish an account (the "Payahead Account"), on
behalf of the Obligors, in which payments by or on behalf of an Obligor on a
Receivable received during each Collection Period and not due in such Collection
Period (other than prepayments in full) or not overdue from a prior Collection
Period ("Payaheads") and not permitted to be held by the Servicer will be
deposited until such time as the payment falls due, whereupon the payment will
be transferred to the Certificate Account on the Distribution Date in the
Collection Period following the scheduled payment due date. Such amounts will be
permitted to be held by the Servicer if either (i) each Monthly Remittance
Condition is satisfied or (ii) a Monthly Remittance Condition is not satisfied
but such failure will not affect the rating of the Class A Certificates by the
Rating Agencies. Until such time as payments are transferred from the Payahead
Account to the Certificate Account, they will not constitute collected interest
or collected principal, and will not be available for distribution to the
Certificateholders. Investment earnings on amounts on deposit in the Payahead
Account with respect to any Collection Period will be deposited in the Class A
Reserve Fund in an amount not to exceed the Shortfall Amount with respect to
such Distribution Date to the extent that the funds on deposit therein are less
than the Specified Class A Reserve Balance on the related Distribution Date.

COLLECTIONS ON THE RECEIVABLES

The Servicer will deposit all payments on Receivables, including
Liquidation Proceeds and Recoveries, but excluding (i) Payaheads (which will be
deposited in the Payahead Account or held by the Servicer), (ii) Excess Amounts
(which will be paid to MBCC), and (iii) certain amounts payable to the Servicer
under the Agreement, including late fees and charges on the Receivables (which
are not required to be deposited in the Collection Account), into the Collection
Account not later than two business days after receipt thereof unless:

(x) (i) MBCC is the Servicer, (ii) the obligation of the Servicer to
make required remittances under the Agreement on each Distribution Date is
unconditionally guaranteed by DBNA pursuant to a guaranty agreement in
favor of the Trustee (the "Servicing Guaranty Agreement") and DBNA will
have a rating of at least P-1 from Moody's and at least A-1 from S&P with
respect to its short-term

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<PAGE> 34

obligations and (iii) no Event of Servicing Termination shall have occurred
(each, a "Monthly Remittance Condition"), or

(y) the failure to satisfy a Monthly Remittance Condition will not
affect the rating of the Class A Certificates as confirmed in writing by
the Rating Agencies,

in which case such amounts will be paid into the Collection Account on the
Distribution Date.

The Seller or the Servicer will also deposit into the Collection Account on
the Distribution Date the Purchase Amount of each Receivable to be repurchased
or purchased by it pursuant to an obligation that arose during the preceding
Collection Period. The Servicer will be entitled to withhold, or to be
reimbursed from amounts otherwise payable into, or on deposit in, the Collection
Account with respect to a Collection Period, the amounts previously deposited in
the Collection Account but later determined to have resulted from mistaken
deposits or postings or checks returned unpaid for insufficient funds or other
reasons.

In those cases where a subservicer is servicing a Receivable pursuant to a
subservicing agreement, as described below, the Servicer will cause the
subservicer to remit to the relevant Account the amounts collected by such
subservicer on or with respect to the Receivables being serviced by it, within
the period after receipt, and subject to the limitations, described above.

As an administrative convenience, so long as no Event of Servicing
Termination has occurred, the Servicer will be permitted to make deposits of
amounts for a Collection Period net of distributions to be made to it with
respect to such Collection Period. The Servicer will account to the Trustee and
to the Certificateholders, however, as if all such deposits and distributions
were made individually.

SERVICING PROCEDURES

The Servicer will make reasonable efforts to collect all payments due with
respect to the Receivables in a manner consistent with the Agreement and will
exercise the degree of skill and care that the Servicer exercises with respect
to similar commercial vehicle receivables owned and/or serviced by the Servicer.

Although it has no current plans to do so, the Servicer may enter into
subservicing agreements with Eligible Servicers for the subservicing of
Receivables. Any such subservicing agreements will contain provisions identical
to those contained in the Agreement and may contain such other provisions as are
not inconsistent with the terms of the Agreement. The Servicer may terminate a
subservicing agreement and either service the related Receivables directly or
enter into a new subservicing agreement for such Receivables with another
subservicer, provided that any such subservicer is an Eligible Servicer.
Notwithstanding any subservicing agreement, the Servicer will remain obligated
and liable to the Trustee and the Certificateholders for servicing and
administering the Receivables in accordance with the Agreement as if the
Servicer alone were servicing the Receivables. References herein to actions
required or permitted to be taken, or restrictions on actions to be taken, by
the Servicer include such actions by a subservicer. References herein to amounts
received by the Servicer include amounts received by a subservicer.

"Eligible Servicer" means (a) any subsidiary of DBNA or (b) any person
which, at the time of its appointment as Servicer or as a subservicer, (i) has a
net worth of not less than $50,000,000, (ii) is servicing a portfolio of
commercial vehicle installment contracts and/or commercial vehicle retail loans,
(iii) is legally qualified, and has the capacity, to service the Receivables,
(iv) has demonstrated the ability to service a portfolio of commercial vehicle
installment contracts and/or commercial vehicle loans similar to the Receivables
professionally and competently in accordance with standards of skill and care
that are consistent with prudent industry standards, and (v) is qualified and
entitled to use pursuant to a license or other written agreement, and agrees to
maintain the confidentiality of, the software which the Servicer or any
subservicer uses in connection with performing its duties and responsibilities
under the Agreement or the related subservicing agreement or obtains rights to
use, or develops at its own expense, software which is adequate to perform its
duties and responsibilities under the Agreement or the related subservicing
agreement.

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The Servicer will covenant in the Agreement that: (A) the Financed Vehicle
securing each Receivable will not be released from the security interest granted
by the Receivable in whole or in part, except as contemplated by the Agreement,
(B) the Servicer will not (nor will it permit any subservicer to) impair in any
material respect, the rights of the Certificateholders in the Receivables,
certain rights under the Dealer Agreements related to breach of representations
and warranties of Dealers with respect to the Receivables, or any physical
damage or other insurance policy and (C) the Servicer will not increase or
decrease the number or amount of payments or the amount financed under a
Receivable, or extend, rewrite or otherwise modify the payment terms of a
Receivable; provided, however, that the Servicer may extend any Receivable for
credit-related reasons that would be acceptable to the Servicer with respect to
Commercial Vehicle Contracts serviced by it for its own account in accordance
with its customary standards if the cumulative extensions with respect to any
Receivable will not cause the term of such Receivable to extend beyond the last
day of the Collection Period immediately preceding the Final Scheduled
Distribution Date (the "Final Scheduled Maturity Date"); provided, further, that
such extensions will not be made if the extension would modify the terms of such
Receivable in such a manner so as to constitute a cancellation of such
Receivable and the creation of a new Receivable for federal income tax purposes.

In the event of a breach by the Servicer of any covenant described above
that materially and adversely affects the interest of the Trust and the
Certificateholders in a Receivable, unless such breach has been cured by the
last day of the Collection Period which includes the 60th day after the date on
which the Servicer becomes aware of, or receives written notice of, such breach,
the Servicer will be required to purchase as of the first day of the subsequent
Collection Period the Receivable from the Trustee for the Purchase Amount which
will be paid on the Distribution Date in such subsequent Collection Period or
earlier under certain circumstances; provided, however, that the Servicer will
be required to purchase any Receivable from the Trustee which has been extended
beyond the Final Scheduled Maturity Date. The purchase obligation will
constitute the sole remedy available to the Certificateholders or the Trust
against the Servicer for any such uncured breach, except with respect to certain
indemnities of the Servicer under the Agreement related thereto.

The Agreement will also require the Servicer to charge-off a Receivable as
a Defaulted Receivable in accordance with its customary standards and to follow
such of its normal collection practices and procedures as it deems necessary or
advisable, and that are consistent with the standard of care required by the
Agreement, to realize upon any Receivable. In addition, the Agreement requires
the Servicer to treat a Receivable as a Defaulted Receivable no later than the
date on which such Receivable becomes 180 days past due. The Servicer may sell
each Financed Vehicle securing such Receivable at judicial sale or take any
other action permitted by applicable law. See "Certain Legal Aspects of the
Receivables." The net proceeds of such realization will be deposited in the
Collection Account at the time and in the manner described above.

The Agreement will provide that the Servicer will defend and indemnify the
Trust and the Certificateholders against any and all costs, expenses, losses,
damages, claims, and liabilities, including reasonable fees and expenses of
counsel and expenses of litigation, arising out of or resulting from the use,
ownership, or operation by the Servicer or any affiliate thereof of any Financed
Vehicle or in respect of any action taken by the Servicer with respect to any
Receivable or Financed Vehicle; provided that the Servicer will have no
obligation to indemnify the Trust and the Certificateholders against any credit
losses on any Receivable serviced by the Servicer in accordance with the
requirements of the Agreement. The Servicer's obligations to indemnify the Trust
and the Certificateholders for the Servicer's actions or omissions will survive
the removal of the Servicer, but will not apply to any action or omission of a
successor Servicer.

ADVANCES

To the extent the collection of interest and principal on a Receivable with
respect to a Collection Period is less than the respective scheduled payment, an
Advance will be made by the Servicer. The amount of an Advance will be equal to
that portion of the scheduled payment of a Receivable that was

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not timely made by the Obligor. On or before the applicable Distribution Date,
the Servicer will cause the Advance to be deposited in the Collection Account.
The Servicer will recoup the Advance from subsequent payments by or on behalf of
the respective Obligor or from insurance or Liquidation Proceeds with respect to
the Receivable, or, upon the determination that reimbursement from the preceding
sources is unlikely, will recoup the Advance from any collections made on other
Receivables.

The Servicer will not be required to make any Advance with respect to a
Receivable to the extent that it does not expect to recoup the Advance from
subsequent payments on such Receivable. In determining whether to make an
Advance in connection with a delinquent Receivable, the Servicer will consider
certain factors with respect to the delinquent Receivable. Among such factors
will be the payment history for such Receivable, the financial condition of the
Obligor, and the Obligor's reason for the delinquency. The Servicer's decision
not to make an Advance in connection with a delinquent Receivable would
generally coincide with the charge-off of such Receivable.

SERVICING COMPENSATION

The Servicer will be entitled to receive the Servicing Fee for each
Collection Period, in an amount equal to one-twelfth of the product of the
Servicing Rate and the Pool Balance as of the first day of such Collection
Period. If it is acceptable to each Rating Agency without a reduction in the
rating of the Class A Certificates, the Servicing Fee in respect of a Collection
Period (together with any portion of the Servicing Fee that remains unpaid from
prior Collection Periods) at the option of the Servicer may be paid at or as
soon as possible after the beginning of such Collection Period. The Servicing
Rate will equal 1.00% per annum. The Servicer will also be entitled to receive
as additional servicing compensation, to the extent not required to be deposited
in the Class A Reserve Fund, earnings on amounts on deposit in the Collection
Account and the Payahead Account, and all late payment and prepayment fees
actually collected and other administrative fees and expenses paid with respect
to the Receivables. The Servicing Fee will be paid out of collections from the
Receivables, prior to distributions to the Certificateholders.

The Servicing Fee and the additional servicing compensation will compensate
the Servicer for performing the functions of a third-party servicer of
Commercial Vehicle Contracts and for administering the Receivables on behalf of
the Certificateholders, including collecting payments, accounting for
collections, furnishing monthly and annual statements to the Trustee with
respect to distributions, responding to inquiries of Obligors, investigating
delinquencies, and providing collection and repossession services in cases of
Obligor default. In addition, the Servicing Fee and the additional servicing
compensation will provide further compensation for certain taxes, accounting
fees, outside auditor fees, data processing costs, and other costs incurred by
the Servicer under the Agreement in connection with administering and servicing
the Receivables.

SHORTFALL AMOUNT AGREEMENT

Payments of Shortfall Amounts will be made from funds on deposit in the
Class A Reserve Fund or, as described below, from amounts to be paid by MBCC
pursuant to the Shortfall Amount Agreement. Amounts withdrawn from the Class A
Reserve Fund or paid by MBCC with respect to Shortfall Amounts will be applied
as Available Principal or Available Interest, as applicable.

Simultaneously with the sale and assignment of the Receivables by MBCC to
the Seller, MBCC and the Seller will enter into the Shortfall Amount Agreement.
The Shortfall Amount Agreement will provide for the payment by MBCC into the
Certificate Account on each Distribution Date of the excess of the Shortfall
Amounts, if any, with respect to such Distribution Date over the amount
available for the payment of such amounts in the Class A Reserve Fund. The
Seller will assign the Shortfall Amount Agreement to the Trust.

DISTRIBUTIONS ON CERTIFICATES

Determination of Distributable Amounts. On or before the earlier of (a)
the sixteenth calendar day of each month or (b) the second business day
preceding the Distribution Date in each month (the

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"Determination Date"), the Servicer will inform the Trustee of the amount of
aggregate collections on the Receivables; the aggregate Advances to be made by
the Servicer; the aggregate Purchase Amount of Receivables to be repurchased by
the Seller or to be purchased by the Servicer; the aggregate Shortfall Amounts;
all with respect to the preceding Collection Period.

The Servicer will determine on each Determination Date the Total Available
Amount, the Available Interest, the Available Principal, the Shortfall Amount,
the Class A Distributable Amount, the Class B Distributable Amount and the
Retained Yield and, based on the Total Available Amount and the other
distributions to be made on such Distribution Date, as described below, the
Servicer will determine the amount to be distributed to Certificateholders of
each class and to the Seller as Retained Yield.

On or before each Distribution Date the Trustee, acting in accordance with
the instructions of the Servicer, will transfer the Total Available Amount from
the Collection Account to the Certificate Account. On or before each
Distribution Date, the Servicer will cause such amounts to be transferred from
the Payahead Balance to the Certificate Account as constitute scheduled payments
due during the related Collection Period or as may be applied to full
prepayments on the Receivables. On or before each Distribution Date, the
Servicer will cause Advances relating to such Distribution Date to be deposited
in the Collection Account.

The "Total Available Amount" for a Distribution Date (being the funds
available for distribution to Certificateholders of each class with respect to
such Distribution Date in accordance with the priorities described below) will
be the sum of the Available Interest and Available Principal.

The "Available Interest" for a Distribution Date will be the sum of the
following amounts with respect to the preceding Collection Period: (i) that
portion of all collections on the Receivables (including amounts withdrawn from
the Payahead Balances but excluding amounts added to the Payahead Balances)
allocable to interest due on such Receivables during such Collection Period,
(ii) all proceeds of the liquidation of Defaulted Receivables which become
Defaulted Receivables during such Collection Period, net of expenses incurred by
the Servicer in connection with such liquidation and any amounts required by law
to be remitted to the Obligor on each such Defaulted Receivable ("Liquidation
Proceeds") to the extent allocable to interest due thereon in accordance with
the Servicer's customary servicing procedures and all proceeds of Defaulted
Receivables which became Defaulted Receivables during prior Collection Periods,
net of expenses incurred by the Servicer in connection with such liquidation and
any amounts required by law to be remitted to the Obligor on such Defaulted
Receivable ("Recoveries"), (iii) all Advances made by the Servicer of interest
due on Receivables, (iv) the Purchase Amount of each Receivable that was
repurchased by the Seller or purchased by the Servicer under an obligation which
arose during such Collection Period (each such Receivable a "Purchased
Receivable"), to the extent allocable to accrued interest thereon and (v) the
portion of Shortfall Amounts, if any, allocable to interest received by the
Trustee. A "Defaulted Receivable" is a Receivable which by its terms is in
default and as to which (a) a scheduled payment is 180 or more days past due,
(b) the Servicer has determined, in accordance with its customary servicing
procedures that eventual payment in full is unlikely or (c) the Servicer has
repossessed and disposed of the related Financed Vehicle.

The "Available Principal" for a Distribution Date will be the sum of the
following amounts with respect to the preceding Collection Period: (i) that
portion of all collections on the Receivables (including amounts withdrawn from
the Payahead Balances but excluding amounts added to the Payahead Balances)
allocable to principal, (ii) all Liquidation Proceeds allocable to principal in
accordance with the Servicer's customary servicing procedures, (iii) all
Advances made by the Servicer of principal due on the Receivables, (iv) to the
extent allocable to principal, the Purchase Amount received with respect to each
Purchased Receivable and (v) the portion of the Shortfall Amounts, if any,
allocable to principal received by the Trustee.

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The Available Interest and the Available Principal on any Distribution Date
will exclude the following:

(i) amounts received on Receivables (including Purchase Amounts) to
the extent that unreimbursed Advances have previously been made by the
Servicer;

(ii) Liquidation Proceeds and Recoveries with respect to a particular
Receivable to the extent of any unreimbursed Advances; and

(iii) the amount received upon the prepayment in full of a Receivable
to the extent that such amount is an Excess Amount.

The "Payahead Balance" on a Receivable means the sum, on the last day of a
Collection Period, of all Payaheads made by or on behalf of the Obligor with
respect to such Receivable (including any amount paid by or on behalf of the
Obligor prior to the Cutoff Date that is due on or after the Cutoff Date and was
not used to reduce the principal balance of such Receivable), as reduced by
applications of previous Payaheads with respect to such Receivable.

Calculation of Distributable Amounts. The "Class A Distributable Amount"
with respect to a Distribution Date will be an amount equal to the sum of:

(i) the "Class A Principal," consisting of the Class A Percentage of:

(a) the principal portion of all scheduled payments due on
Receivables during the preceding Collection Period;

(b) the Principal Balance of each Receivable that became a Prepaid
Receivable during the preceding Collection Period (except to the extent
included in (a) above or (d) below);

(c) the Principal Balance of each Receivable that was purchased by
the Servicer or repurchased by the Seller, in each case, under an
obligation that arose during the preceding Collection Period (except to
the extent included in (a) above); and

(d) the Principal Balance of each Receivable which became a
Defaulted Receivable during the preceding Collection Period (except to
the extent included in (a) or (b) above);

(ii) the "Class A Interest," consisting of an amount equal to 30 days'
interest at the Pass-Through Rate on the Class A Principal Balance on the
first day of the related Collection Period (less principal distributions to
be made on the Distribution Date in such Collection Period);

(iii) the Class A Interest Carryover Shortfall as of the close of
business on the preceding Distribution Date; plus

(iv) the Class A Principal Carryover Shortfall as of the close of
business on the preceding Distribution Date.

In addition to the items specified in clauses (i)(a) through (d) above, on
the Final Scheduled Distribution Date, Class A Principal will include the lesser
of (x) the Class A Percentage of any payments of principal due and remaining
unpaid on each Receivable in the Trust as of the last day of the preceding
Collection Period (except to the extent covered by Advances), and (y) the
portion of such amount necessary (after giving effect to the other amounts
described above to be distributed to the Class A Certificateholders on such
Distribution Date and allocable to principal) to reduce the Class A Principal
Balance to zero.

"Class A Interest Carryover Shortfall" means, as of the close of business
on any Distribution Date, the excess, if any, of the Class A Interest for such
Distribution Date plus any outstanding Class A Interest Carryover Shortfall from
the preceding Distribution Date over the amount of interest that the Class A
Certificateholders actually received on such current Distribution Date (plus
thirty (30) days' interest on the amount of such excess, to the extent permitted
by law, at the Pass-Through Rate).

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"Class A Principal Carryover Shortfall" means, as of the close of business
on any Distribution Date, the excess of Class A Principal plus any outstanding
Class A Principal Carryover Shortfall from the preceding Distribution Date over
the amount of principal that the Class A Certificateholders actually received on
such current Distribution Date.

The "Class A Principal Balance" will equal, initially, the Original Class A
Principal Balance and, thereafter, the Original Class A Principal Balance,
reduced by all amounts previously distributed to Class A Certificateholders and
allocable to principal.

The "Class B Distributable Amount" with respect to a Distribution Date will
be an amount equal to the sum of:

(i) the "Class B Principal," consisting of the Class B Percentage of
the amounts set forth under (i)(a) through (i)(d) above with respect to the
Class A Principal;

(ii) the "Class B Interest," consisting of an amount equal to 30 days'
interest at the Pass-Through Rate on the Class B Principal Balance on the
first day of the related Collection Period (less principal distributions to
be made on the Distribution Date in such Collection Period);

(iii) the Class B Interest Carryover Shortfall as of the close of
business on the preceding Distribution Date; plus

(iv) the Class B Principal Carryover Shortfall as of the close of
business on the preceding Distribution Date.

In addition, on the Final Scheduled Distribution Date the "Class B
Principal" will include the lesser of (x) the Class B Percentage of any payments
of principal due and remaining unpaid on each Receivable in the Trust as of the
Final Scheduled Maturity Date (except to the extent previously Advanced) and (y)
the portion of such amount that is necessary (after giving effect to the other
amounts to be distributed to the Class B Certificateholders on such Distribution
Date and allocable to principal) to reduce the Class B Principal Balance to
zero, and, in the case of clauses (x) and (y) in this paragraph, remaining after
any required distribution of the amount described in clause (x) or (y) of the
paragraph above describing the inclusion of certain items in the definition of
"Class A Principal" with respect to the Final Scheduled Distribution Date.

"Class B Interest Carryover Shortfall" means, as of the close of business
on any Distribution Date, the excess, if any, of the Class B Interest for such
Distribution Date plus any outstanding Class B Interest Carryover Shortfall from
the preceding Distribution Date over the amount of interest that the Class B
Certificateholders actually received on such current Distribution Date (plus
thirty (30) days' interest on the amount of such excess, to the extent permitted
by law, at the Pass-Through Rate).

"Class B Principal Carryover Shortfall" means, as of the close of business
on any Distribution Date, the excess of Class B Principal plus any outstanding
Class B Principal Carryover Shortfall from the preceding Distribution Date over
the amount of principal that the Class B Certificateholders actually received on
such current Distribution Date.

The "Class B Principal Balance" initially will equal $67,739,846.80 (the
"Original Class B Principal Balance") and, thereafter, the Original Class B
Principal Balance, reduced by all amounts previously distributed to Class B
Certificateholders and allocable to principal.

Payment of Distributable Amounts. Prior to each Distribution Date, the
Servicer will calculate the amount to be distributed to each class of
Certificateholders. On each Distribution Date, the Trustee will distribute to
Certificateholders the following amounts from the sources specified in the
following order of priority:

(i) to the Class A Certificateholders, an amount equal to the Class A
Interest and any outstanding Class A Interest Carryover Shortfall as of the
close of the preceding Distribution Date, such amount to be paid (a) first,
from the Class A Percentage of Available Interest (after reducing Available
Interest by payment of the Servicing Fee, including any unpaid Servicing
Fees with respect to prior Collection Periods), (b) second, from the
amounts available in the Class A Reserve Fund, (c) third, from the Class B
Percentage of Available Interest (after reducing Available Interest by

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payment of the Servicing Fee, including any unpaid Servicing Fees with
respect to prior Collection Periods) and (d) fourth, from the Class B
Percentage of Available Principal;

(ii) to the Class B Certificateholders, an amount equal to the Class B
Interest and any outstanding Class B Interest Carryover Shortfall as of the
close of the preceding Distribution Date, such amount to be paid (a) first,
from Available Interest (after payment to the Class A Certificateholders of
the amount set forth above in clause (i)) and (b) second, from the amounts
available in the Class B Reserve Fund;

(iii) to the Class A Certificateholders, an amount equal to Class A
Principal and any outstanding Class A Principal Carryover Shortfall as of
the close of the preceding Distribution Date, such amount to be paid (a)
first, from the Class A Percentage of Available Principal, (b) second, from
Available Interest remaining after the payment of the amounts set forth in
clauses (i) and (ii), (c) third, from amounts available in the Class A
Reserve Fund and (d) fourth, from the Class B Percentage of the Available
Principal; and

(iv) to the Class B Certificateholders, an amount equal to Class B
Principal and any outstanding Class B Principal Carryover Shortfall as of
the close of the preceding Distribution Date, such amount to be paid (a)
first, from the Class B Percentage of Available Principal, (b) second, from
the Available Interest remaining after the payment of the amounts set forth
in clauses (i), (ii), and (iii) and (c) third, from amounts available in
the Class B Reserve Fund.

Any portion of Available Interest remaining after distributions are made as
set forth above to the Class A Certificateholders and the Class B
Certificateholders will be (i) first, deposited in the Class A Reserve Fund to
the extent that the amount on deposit therein (after giving effect to any
deposit thereto by MBCC or the Servicer with respect to Shortfall Amounts) is
less than the Specified Class A Reserve Balance, (ii) second, deposited in the
Class B Reserve Fund to the extent that the amount on deposit therein is less
than the Specified Class B Reserve Balance and (iii) third, distributed to the
Seller in payment of Retained Yield.

SUBORDINATION OF THE CLASS B CERTIFICATES AND RETAINED YIELD; RESERVE FUNDS

The rights of the Class B Certificateholders to receive distributions with
respect to the Receivables will be subordinated, to the extent described herein
and in the Agreement, to the rights of the Class A Certificateholders in the
event of defaults and delinquencies on the Receivables. Thus, the Class B
Certificateholders generally will not receive distributions of interest on a
Distribution Date (other than from the Class B Reserve Fund) unless the Class A
Certificateholders receive the full amount of interest due to them on such
Distribution Date (including from amounts on deposit in the Class A Reserve
Fund), and the Class B Certificateholders will not receive distributions of
principal on a Distribution Date (other than from the Class B Reserve Fund)
unless the Class A Certificateholders receive the full amount of interest and
principal due to them on such Distribution Date (including from amounts on
deposit in the Class A Reserve Fund). Distributions of interest on the Class B
Certificates will not be subordinated to distributions of principal on the Class
A Certificates.

In addition, the rights of the Seller to receive the Retained Yield will be
subordinated to the rights of the Class A Certificateholders and the Class B
Certificateholders to receive amounts due to each of them. Accordingly, the
Seller will not receive distributions attributable to the Retained Yield on any
Distribution Date unless all interest and principal due to the Class A
Certificateholders and the Class B Certificateholders has been paid and amounts
on deposit in each Reserve Fund at least equal the Specified Class A Reserve
Balance or the Specified Class B Reserve Balance, as the case may be.

In the event of losses and delinquencies on the Receivables, the protection
afforded to the Class A Certificateholders will be effected by the application
of Available Interest and Available Principal for each Distribution Date in the
priority specified under " -- Distributions on Certificates -- Payment of
Distributable Amounts." In addition, the Class A Certificateholders will have
the benefit of the Class A Reserve Fund.

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The "Specified Class A Reserve Balance" with respect to any Distribution
Date means $25,887,839.54; provided, however, that with respect to any
Distribution Date on which (i) the annualized average for the preceding three
Collection Periods of the ratios of net losses (that is, the net balances of all
Receivables which are determined to be uncollectible in the applicable
Collection Period, less any Liquidation Proceeds or Recoveries received in such
Collection Period) to the Pool Balance as of the first day of each such
Collection Period exceeds 2.5% or (ii) the average for the preceding three
Collection Periods of the ratios of the balance of Receivables that are
delinquent 60 days or more to such outstanding Pool Balance exceeds 3.5%, the
Specified Reserve Balance for such Distribution Date will equal $32,359,799.43.
The Seller may reduce the Specified Class A Reserve Balance provided that the
Rating Agencies confirm in writing to the Class A Agent and the Seller prior to
such reduction that such reduction will not result in a lowering of or a
withdrawal of the then current rating of the Class A Certificates. The
"Specified Class B Reserve Balance" will initially be zero and remain zero for
so long as the Seller holds the Class B Certificates. At such time, if any, that
the Seller determines to sell the Class B Certificates, the Specified Class B
Reserve Balance shall be an amount determined by the Seller in consultation with
the Rating Agencies in order to achieve the desired rating for the Class B
Certificates.

Amounts on deposit in the Class A Reserve Fund will be available on any
Distribution Date to cover Shortfall Amounts and shortfalls in distributions of
interest and principal on the Class A Certificates to the extent attributable to
losses and delinquencies on the Receivables. The Class A Reserve Fund will not
be a part of or otherwise includible in the Trust and will be an Eligible
Deposit Account initially held by the Class A Agent. On any Distribution Date,
if, after giving effect to any withdrawals from the Class A Reserve Fund on such
Distribution Date, the amounts on deposit therein are less than the Specified
Class A Reserve Balance, (i) to the extent of the aggregate Shortfall Amounts
for the related Collection Period, MBCC will be required to make a deposit to
the Class A Reserve Fund of an amount equal to such Shortfall Amounts, and, if
MBCC fails to make such deposit, the Servicer will be required to deposit
investment earnings on deposit in the Collection Account and the Payahead
Account and MBCC will be required to deposit Excess Amounts for the related
Collection Period in an aggregate amount not to exceed the aggregate Shortfall
Amounts for the related Collection Period and (ii) the Trustee will, after
payment of amounts required to be distributed to the Class A Certificateholders
and Class B Certificateholders and the payment of the Servicing Fee due with
respect to the related Collection Period (including any unpaid Servicing Fees
with respect to prior Collection Periods) withdraw from the Collection Account
and deposit in the Class A Reserve Fund the amount remaining in the Collection
Account that would otherwise be distributed to the Seller as Retained Yield, or
such lesser portion thereof as is sufficient to restore the amount in the Class
A Reserve Fund to such Specified Class A Reserve Balance. If the amount on
deposit in the Class A Reserve Fund on such Distribution Date (after giving
effect to all deposits or withdrawals therefrom on such Distribution Date) is
greater than the Specified Class A Reserve Balance for such Distribution Date,
the Class A Agent will release such excess amount from the Class A Reserve Fund
and (i) deposit such excess amount in the Class B Reserve Fund to the extent
that the amount on deposit therein is less than the Specified Class B Reserve
Balance, and (ii) distribute any remaining excess to the Seller. Upon any
deposit of amounts in the Class B Reserve Fund or distribution to the Seller,
the Class A Certificateholders will have no rights in, or claims to, such
amounts.

Amounts held from time to time in the Class A Reserve Fund will continue to
be held solely for the benefit of the Class A Certificateholders and amounts
held in the Class B Reserve Fund will be held solely for the benefit of the
Class B Certificateholders. Amounts held in the Class B Reserve Fund will not be
available to cover shortfalls in amounts due to the Class A Certificateholders.
Amounts on deposit from time to time in the Class A Reserve Fund and Class B
Reserve Fund will be invested, as provided in the Agreement, in Eligible
Investments maturing on or prior to the next succeeding Distribution Date;
provided, however, that to the extent permitted by the Rating Agencies, amounts
on deposit in the Class A Reserve Fund and the Class B Reserve Fund may be
invested in Eligible Investments that mature later than the next Distribution
Date. The Seller will be entitled to receive all investment earnings on amounts
in the Reserve Funds. Investment earnings on amounts in the Reserve Funds will
not be available for distribution to the Certificateholders or otherwise subject
to any claims or rights of the Class A Certificateholders or the Class B
Certificateholders.

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<PAGE> 42

Whether amounts on deposit in the Class A Reserve Fund will equal the
Specified Class A Reserve Balance at any time after the Closing Date will be
affected by the delinquency, credit loss and repossession and prepayment
experience of the Receivables and, therefore, cannot be accurately predicted.

The subordination of the Class B Certificates and the creation of the Class
A Reserve Fund are intended to enhance the likelihood of receipt by Class A
Certificateholders of the full amount of principal and interest on the
Receivables due to them and to decrease the likelihood that the Class A
Certificateholders will experience losses. However, in certain circumstances,
the Class A Reserve Fund could be depleted and shortfalls could result.

STATEMENTS TO CLASS A CERTIFICATEHOLDERS

On each Distribution Date, the Trustee will include with the distribution
to each Class A Certificateholder a statement prepared by the Servicer setting
forth the following information for the preceding Collection Period:

(i) the amount of the distribution allocable to principal;

(ii) the amount of the distribution allocable to interest;

(iii) the amount of the Servicing Fee and additional servicing
compensation from administrative fees and charges (including late fees and
charges) collected on the Receivables paid to the Servicer with respect to
such Collection Period;

(iv) the Class A Principal Balance, the Class A Pool Factor, the Class
B pool factor, if applicable, and the Class B Principal Balance as of such
Distribution Date, after giving effect to payments allocated to principal
reported under clause (i) above;

(v) the Pool Balance as of the close of business on the last day of
such Collection Period;

(vi) the amount of the Class A Interest Carryover Shortfall, Class B
Interest Carryover Shortfall, Class A Principal Carryover Shortfall and
Class B Principal Carryover Shortfall, if any, for such Distribution Date;

(vii) the amount, if any, otherwise distributable to the Seller that
is distributed to Class A Certificateholders and Class B Certificateholders
on such Distribution Date;

(viii) the balance of the Reserve Funds on such Distribution Date,
after giving effect to changes therein on such Distribution Date; and

(ix) the aggregate Purchase Amount of Receivables repurchased by the
Seller or purchased by the Servicer.

Each amount set forth pursuant to clauses (i), (ii), (iii) and (vii) above
will be expressed in the aggregate and as a dollar amount per $1,000 of original
denomination of the Certificates.

Within a reasonable period of time after the end of each calendar year, but
not later than the latest date permitted by law, the Trustee will furnish to
each person who at any time during such calendar year was a Certificateholder a
statement prepared by the Servicer containing the sum of the amounts described
in clauses (i), (ii), (iii) and (vii) above and such other information as is
available to the Servicer as the Servicer deems necessary or desirable to enable
Certificateholders to prepare their federal income tax returns. See "Certain
Federal Income Tax Consequences."

Such monthly reports and annual tax statements may be available to
Certificate Owners in accordance with the regulations and procedures of DTC. See
"Reports to the Class A Certificateholders."

EVIDENCE AS TO COMPLIANCE

The Agreement will provide that a firm of independent certified public
accountants, who may provide audit and other services to the Servicer, will
furnish to the Trustee, on or before March 31 of each year, beginning March 31,
1998, a report of examination as to compliance by the Servicer during the

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12 months (or longer period in the case of the first such report) ended the
preceding December 31 with certain standards relating to the servicing of the
Receivables.

The Agreement will also provide for delivery to the Trustee, on or before
March 31 of each year, beginning March 31, 1998, of a certificate signed by an
officer of the Servicer stating that the Servicer has fulfilled its obligations
under the Agreement throughout the 12 months (or longer period in the case of
the first such certificate) ended the preceding December 31 or, if there has
been a default in the fulfillment of any such obligation, describing each such
default.

Certificateholders and Certificate Owners may obtain copies of such reports
of examination as to compliance by the Servicer and copies of such certificates
signed by an officer of the Servicer by written request addressed to the
Trustee. See "-- Duties of the Trustee."

CERTAIN MATTERS REGARDING THE SERVICER

The Agreement will provide that the Servicer may not resign from its
obligations and duties as Servicer thereunder, except upon a determination that
the Servicer's performance of such obligations or duties is no longer
permissible under applicable law.

Any corporation or other entity into which the Servicer may be merged or
consolidated, or that may result from any merger, conversion, or consolidation
to which the Servicer is a party, or any entity that may succeed by purchase and
assumption to all or substantially all of the business of the Servicer, where
the Servicer is not the surviving entity and where such corporation is an
Eligible Servicer and assumes the obligations of the Servicer under the
Agreement, will be the successor to the Servicer under the Agreement.

INDEMNIFICATION AND LIMITS ON LIABILITY

The Agreement will provide that the Servicer will be liable only to the
extent of the obligations specifically undertaken by it under the Agreement and
will have no other obligations or liabilities thereunder.

The Agreement will also provide that the Servicer will be under no
obligation to appear in, prosecute, or defend any legal action that is not
incidental to the Servicer's servicing responsibilities under the Agreement and
that, in its opinion, may cause it to incur any expense or liability. The
Servicer may, however, at its expense undertake any reasonable action that it
may deem necessary or desirable in respect of the Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder.

EVENTS OF SERVICING TERMINATION

The following events will constitute "Events of Servicing Termination"
under the Agreement: (i) any failure by the Servicer to deliver to the Trustee
on or before the Determination Date the certificate required to be delivered
pursuant to the Agreement with respect to the preceding Collection Period (which
failure continues beyond the earlier of three business days from the date such
Servicer's certificate was due to be delivered and the Distribution Date next
succeeding such Collection Period), (ii) any failure by the Servicer (or, for so
long as the Servicer is an Affiliate (as defined in the Agreement) of the
Seller, the Seller) to deliver to the Collection Account or any other Account
any required payment or deposit including, so long as MBCC is the Servicer,
pursuant to the Shortfall Amount Agreement, which failure continues unremedied
for five business days following the due date, (iii) any failure by the Servicer
(or, for so long as the Servicer is an Affiliate (as defined in the Agreement)
of the Seller, the Seller) duly to observe or perform in any material respect
any other covenant or agreement in the Certificates and the Agreement, which
failure materially and adversely affects the rights of Certificateholders and
which continues unremedied for 90 days after written notice of such failure is
given to the Servicer by the Trustee or to the Servicer and the Trustee by the
Certificateholders evidencing not less than 25% of the aggregate Class A
Principal Balance and the Class B Principal Balance (excluding any Certificates
held by the Seller or any Affiliate (as defined in the Agreement) of the
Seller), (iv) certain events of bankruptcy, receivership, insolvency,
readjustment of debt, marshalling of assets

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and liabilities, or similar proceedings and certain actions by the Servicer
indicating its insolvency or reorganization pursuant to bankruptcy,
receivership, conservatorship, insolvency, or similar proceedings, and (v)
failure of the Servicer to be an Eligible Servicer. The Certificateholders
evidencing not less than a majority of the Class A Principal Balance and the
Class B Principal Balance (excluding any Certificates held by the Seller or any
Affiliate (as defined in the Agreement) of the Seller) may waive any Event of
Servicing Termination except an event resulting from the failure to make any
required deposit or payment to any Account.

The Trustee will have no obligation to notify Class A Certificateholders of
any event which, with lapse of time to cure, would become an Event of Servicing
Termination, until after the expiration of any applicable cure period.

RIGHTS UPON AN EVENT OF SERVICING TERMINATION

As long as an Event of Servicing Termination remains unremedied, the
Trustee or the Certificateholders evidencing not less than a majority of the
Class A Principal Balance and the Class B Principal Balance (excluding any
Certificates held by the Seller or any Affiliate (as defined in the Agreement)
of the Seller) may terminate the Servicer's rights and obligations under the
Agreement, whereupon the Trustee or a servicer appointed by the Trustee will
succeed to all the responsibilities, duties, and liabilities of the Servicer
under the Agreement. Thereafter, the successor Servicer will be entitled to the
compensation payable to the Servicer. In the event that the Trustee is unwilling
or legally unable so to act, the Trustee may appoint, or petition a court of
competent jurisdiction for the appointment of, an Eligible Servicer to act as
successor to the outgoing Servicer under the Agreement. In no event may the
servicing compensation to be paid to such successor be greater than the
servicing compensation payable to the Servicer under the Agreement. In the event
of the bankruptcy of the Servicer, the bankruptcy trustee or the Servicer, as
debtor in possession, may have the power to prevent a termination of the
Servicer's rights and obligations under the Agreement.

AMENDMENT

The Agreement may be amended by the Seller, the Servicer, MBCC, the
Payahead Agent, the Class A Agent, the Class B Agent and the Trustee, without
the consent of the Certificateholders, (i) to cure any ambiguity, to correct or
supplement any provision therein which may be inconsistent with any other
provision therein, to add, change or eliminate any other provision with respect
to matters or questions arising under the Agreement which are not inconsistent
with the provisions of the Agreement; provided that such action will not, in the
opinion of counsel (which may be internal counsel to the Seller or the Servicer)
satisfactory to the Trustee, materially and adversely affect the interest of any
Certificateholder, and (ii) to provide for the transfer of the Class B
Certificates; provided that certain conditions specified in the Agreement are
satisfied prior to such transfer, including written confirmation from each
Rating Agency that such transfer will not result in the qualification,
downgrading or withdrawal of the then current rating assigned to the Class A
Certificates by such Rating Agency, and that such amendment will not change the
timing of, or the amount of, any distributions that the Class A
Certificateholders are entitled to receive under the Agreement; and provided,
further, that an opinion of independent outside counsel will be delivered to the
Trustee to the effect that such amendment will not adversely affect the status
of the Trust as a grantor trust for federal or applicable state tax purposes.

The Agreement also may be amended by the Seller, the Servicer and the
Trustee with the consent of the Class A Certificateholders and Class B
Certificateholders, each voting as a class, evidencing not less than a majority
of the Class A Principal Balance and Class B Principal Balance, respectively,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or modifying the rights of
the Certificateholders. However, no such amendment may (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, or change the
allocation or priority of, collections of payments on Receivables or
distributions that are required to be made on any Certificate, without the
consent of all adversely affected Certificateholders, (ii) reduce the aforesaid
percentage of the Class A Principal Balance or Class B Principal Balance, which
is required to consent to any such amendment, without the consent of all
Certificateholders of the relevant class, or

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(iii) adversely affect the rating of the Class A Certificates by the Rating
Agencies without the consent of Class A Certificateholders evidencing not less
than 66 2/3% of the Class A Principal Balance, except that, the interest
evidenced by any Class A Certificate or interest in the Retained Yield
registered in the name of the Seller, the Servicer, or any person actually known
to an authorized officer of the Trustee to be an Affiliate (as defined in the
Agreement) of the Seller or the Servicer, will not be taken into account in
determining whether the requisite percentage necessary to effect any such
consent will have been obtained.

LIST OF CERTIFICATEHOLDERS

If Definitive Certificates have been issued, the Trustee, upon written
request of the Certificateholders evidencing not less than 25% of the aggregate
Class A Principal Balance, will afford such Certificateholders access during
business hours to the current list of Certificateholders for purposes of
communicating with other Class A Certificateholders with respect to their rights
under the Agreement. Prior to such time, neither the Trustee nor DTC will have
an obligation to maintain, or provide Class A Certificate Owners with access to,
a list of Class A Certificate Owners.

The Agreement will not provide for holding any annual or other meetings of
Certificateholders.

TERMINATION

The obligations of the Seller, the Servicer, and the Trustee under the
Agreement will, except with respect to certain reporting requirements, terminate
upon the earliest of (i) the Distribution Date next succeeding the Servicer's
purchase of the Receivables, as described below, (ii) payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and (iii) the Distribution Date next succeeding the month which is six
months after the maturity or other liquidation of the last Receivable and the
disposition of any amounts received upon liquidation of any property remaining
in the Trust in accordance with the terms and priorities set forth in the
Agreement.

In order to avoid excessive administrative expense, the Servicer will be
permitted, at its option, in the event that the Pool Balance as of the last day
of a Collection Period has declined to 10% or less of the initial Pool Balance,
to purchase from the Trust, on the Distribution Date occurring in any subsequent
Collection Period which follows the Collection Period in which appropriate
notice is given to Certificateholders (with effect from the first day of the
Collection Period in which such Distribution Date occurs), all remaining
Receivables in the Trust at a purchase price equal to the aggregate of the
Purchase Amounts thereof. The exercise of this right will effect an early
retirement of the Certificates.

The Trustee will give written notice of termination of the Trust to each
Certificateholder of record. The final distribution to any Certificateholder
will be made only upon surrender and cancellation of such holder's Certificate
(whether a Definitive Certificate or the physical certificate representing the
Certificates) at the office or agency of the Trustee specified in the notice of
termination. Any funds remaining in the Trust, after the Trustee has taken
certain measures to locate a Certificateholder and such measures have failed,
will be distributed to the Servicer or as otherwise provided in the Agreement.

THE TRUSTEE

Citibank, N.A. will be the Trustee. The Trustee, in its individual capacity
or otherwise, and any of its affiliates, may hold Certificates in their own
names or as pledgee. In addition, for the purpose of meeting the legal
requirements of certain jurisdictions, the Servicer and the Trustee, acting
jointly (or in some instances, the Trustee, acting alone), will have the power
to appoint co-trustees or separate trustees of all or any part of the Trust. In
the event of such appointment, all rights, powers, duties, and obligations
conferred or imposed upon the Trustee by the Agreement will be conferred or
imposed upon the Trustee and such co-trustee or separate trustee jointly, or, in
any jurisdiction where the Trustee is incompetent or unqualified to perform
certain acts, singly upon such co-trustee or separate trustee who will exercise
and perform such rights, powers, duties, and obligations solely at the direction
of the Trustee.

The Trustee may resign at any time, in which event the Servicer will be
obligated to appoint a successor trustee. The Servicer may also remove the
Trustee if the Trustee ceases to be eligible to serve,

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becomes legally unable to act, is adjudged insolvent, or is placed in
receivership or similar proceedings. In such circumstances, the Servicer will be
obligated to appoint a successor trustee. Any resignation or removal of the
Trustee and appointment of a successor trustee will not become effective until
acceptance of the appointment by the successor trustee.

The Agreement will provide that the Servicer will pay or cause to be paid
the Trustee's fees. The Agreement will also provide that the Trustee will be
entitled to indemnification by the Servicer for, and will be held harmless
against, certain loss, liability, or expense incurred by the Trustee not
resulting from the Trustee's own willful misfeasance, bad faith, or negligence.
Indemnification will be unavailable to the Trustee to the extent that any such
loss, liability, or expense results from a breach of any of the Trustee's
representations or warranties set forth in the Agreement, and for any tax, other
than those for which the Seller or the Servicer is required to indemnify the
Trustee.

The Trustee's Corporate Trust Office is located at 120 Wall Street, New
York, NY 10043. The Seller, the Servicer, and their respective affiliates may
have other banking relationships with the Trustee and its affiliates in the
ordinary course of their business.

In addition, Citibank, N.A. will act as Class A Agent, Class B Agent and
Payahead Agent.

DUTIES OF THE TRUSTEE

The Trustee will make no representations as to the validity or sufficiency
of the Agreement, any Dealer Agreement, the Certificates (other than the
execution and authentication of the Certificates), the Receivables, or any
related documents, and will not be accountable for the use or application by the
Seller or the Servicer of any funds paid to the Seller or the Servicer in
respect of the Certificates or the Receivables or for any monies prior to the
time such monies are deposited into the Collection Account. The Trustee will be
accountable for any monies deposited into any Account only if the Trustee is
maintaining such account. The Trustee will not independently verify the
Receivables.

If no Event of Servicing Termination has occurred and is continuing, the
Trustee will be required to perform only those duties specifically required of
it under the Agreement. Generally, those duties are limited to the receipt of
the various certificates, reports, or other instruments required to be furnished
by the Servicer to the Trustee under the Agreement, in which case the Trustee
will only be required to examine such instruments to determine whether they
conform to the requirements of the Agreement.

The Trustee will be under no obligation to exercise any of the rights or
powers vested in it by the Agreement or to institute, conduct, or defend any
litigation thereunder or in relation thereto at the request, order, or direction
of any of the Certificateholders, unless such Certificateholders have offered
the Trustee reasonable security or indemnity against the costs, expenses, and
liabilities which may be incurred therein or thereby. No Class A
Certificateholder will have any right under the Agreement to institute any
proceeding with respect to the Agreement, unless such Class A Certificateholder
has given the Trustee written notice of default and unless the holders of
Certificates evidencing not less than a majority of the Class A Principal
Balance and the Class B Principal Balance (excluding any Certificates held by
the Seller or any Affiliate (as defined in the Agreement) of the Seller) have
made a written request to the Trustee to institute such proceeding in its own
name as Trustee thereunder and have offered to the Trustee reasonable indemnity,
and the Trustee for 30 days has neglected or refused to institute any such
proceeding.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

RIGHTS IN THE RECEIVABLES

The Receivables are "chattel paper" as defined in the UCC in effect in each
relevant state. Pursuant to the UCC, for most purposes, a sale of chattel paper
is treated in a manner similar to a transaction creating a security interest in
chattel paper. MBCC and the Seller will cause financing statements to be filed
with the appropriate governmental authorities to perfect the interest of the
Seller and the Trust, as the case may be, in the Receivables.

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Pursuant to the Agreement, the Servicer will hold the Receivables, either
directly or through subservicers, as custodian for the Trustee following the
sale and assignment of the Receivables to the Trust. The Seller will take such
action as is required to perfect the rights of the Trustee in the Receivables.
The Receivables will not be segregated, stamped, or otherwise marked, to
indicate that they have been sold to the Trust. If, through inadvertence or
otherwise, another party purchases (or takes a security interest in) the
Receivables for new value in the ordinary course of business and takes
possession of the Receivables without actual knowledge of the Trust's interest,
the purchaser (or secured party) will acquire an interest in the Receivables
superior to the interest of the Trust.

Under the Agreement, the Servicer will be obligated from time to time to
take such actions as are necessary to protect and perfect the Trust's interest
in the Receivables and their proceeds.

SECURITY INTERESTS IN THE FINANCED VEHICLES

Generally, retail installment contracts and retail loans such as the
Receivables evidence the credit sale of or financing of Commercial Vehicles by
dealers to obligors; the contracts also constitute personal property security
agreements and include grants of security interests in the vehicles under the
UCC. Perfection of a security interest in a Commercial Vehicle is generally
governed by the motor vehicle registration laws of the state in which the
vehicle is located. In most states in which the Receivables have been
originated, a security interest in a Commercial Vehicle is perfected by notation
of the secured party's lien on the Commercial Vehicle's certificate of ownership
or title.

MBCC's practice is to take such action as is required in order to perfect
its security interest in a Commercial Vehicle under the laws of the jurisdiction
in which the Commercial Vehicle is registered. If MBCC, because of clerical
error or otherwise, has failed to take such action with respect to a Financed
Vehicle, it will not have a perfected security interest in the Financed Vehicle
and its security interest may be subordinate to the interests of, among others,
subsequent purchasers of the Financed Vehicle that give value without notice of
MBCC's security interest and to whom a certificate of ownership or title is
issued in such purchaser's name, holders of perfected security interests in the
Financed Vehicle, and the trustee in bankruptcy of the Obligor. MBCC's security
interest may also be subordinate to such third parties in the event of fraud or
forgery by the Obligor or administrative error by state recording officials or
in the circumstances noted below. As described more fully below, MBCC and the
Seller (i) will represent and warrant in the Purchase Agreement and the
Agreement, respectively, that, to the best of their knowledge, an enforceable
first priority perfected security interest exists for the benefit of the Seller
and Trustee, respectively, with respect to each Financed Vehicle and (ii) will
be required to repurchase the related Receivable in the event of an uncured
breach or failure to be true of such warranty if the interests of the Seller and
the Trustee, respectively, therein are materially and adversely affected by such
breach or failure. This repurchase obligation will constitute the sole remedy
available to the Trustee and the Certificateholders for such breach or failure.

Pursuant to the Purchase Agreement, MBCC will assign its security interests
in the Financed Vehicles, along with the sale and assignment of the Receivables,
to the Seller and, pursuant to the Agreement, the Seller will assign its
security interests in the Financed Vehicles, along with the sale and assignment
of the Receivables, to the Trust. The Servicer will hold the certificates of
title relating to the Financed Vehicles, either directly or through
subservicers, as custodian for the Trustee following such sale and assignment.
The certificates of title will not be endorsed or otherwise amended to identify
the Trust as the new secured party, however, because of the administrative
burden and expense involved. The Seller will assign its rights under the
Purchase Agreement to the Trust.

In most states, an assignment of a security interest in a Financed Vehicle
along with the applicable Receivable is an effective conveyance of a security
interest without amendment of any lien noted on such Financed Vehicle's
certificate of title or ownership, and the assignee succeeds thereby to the
assignor's rights as secured party. However, because the Trust will not be
identified as the secured party on any such certificate, the security interest
of the Trust in any Financed Vehicle could be defeated through fraud, forgery,
negligence or error. In most states, in the absence of fraud or forgery by the
Financed Vehicle owner or of fraud, forgery, negligence or error by MBCC or
administrative error by state or local

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agencies, the notation of MBCC's lien on the certificates of ownership or
possession of such certificates with such notation will be sufficient to protect
the Trust against the rights of subsequent purchasers of a Financed Vehicle or
subsequent lenders who take a security interest in a Financed Vehicle. If there
are any Financed Vehicles as to which the Trust fails to obtain a perfected
security interest, its security interest would be subordinate to, among others,
subsequent purchasers of the Financed Vehicles and holders of perfected security
interests.

MBCC and the Seller will represent and warrant in the Purchase Agreement
and the Agreement, respectively, as to each Receivable that to the best of their
knowledge, immediately prior to the sale, assignment, and transfer of each
Receivable by MBCC to the Seller, such Receivable was secured by a validly
perfected first priority security interest in the related Financed Vehicle in
favor of MBCC as secured party and, at such time as enforcement of such security
interest is sought, there will exist a valid, subsisting, and enforceable first
priority perfected security interest in such Financed Vehicle for the benefit of
the Trustee (subject to any statutory or other liens arising after the Closing
Date by operation of law or any rights of third parties arising after the
Closing Date as a result of the fraud or forgery of the Commercial Vehicle owner
or administrative error by state recording officials which are prior to such
security interest). In the event of an uncured breach or failure to be true of
such warranty, MBCC and the Seller, pursuant to the terms of the Purchase
Agreement and the Agreement, respectively, will be required to repurchase such
Receivable for its Purchase Amount if the interests of the Seller or the Trust,
respectively, therein are materially and adversely affected by such breach or
failure. This repurchase obligation will constitute the sole remedy available to
the Trust and the Certificateholders for such breach or failure. MBCC's and the
Seller's warranties with respect to perfection and enforceability of a security
interest in a Financed Vehicle will not cover statutory or other liens arising
after the Closing Date by operation of law or any rights of third parties
arising as a result of the fraud or forgery of the Commercial Vehicle owner as
described above or administrative error by state recording officials as
described above which are prior to such security interest. Accordingly, any such
lien or right would not by itself give rise to a repurchase obligation on the
part of MBCC and the Seller.

Under the laws of most states, a perfected security interest in a
Commercial Vehicle continues for four months after the Commercial Vehicle is
moved to a new state from the one in which it was initially registered and
thereafter until the Commercial Vehicle owner re-registers the Commercial
Vehicle in the new state, but in any event not beyond the surrender of the
certificate. A majority of states requires surrender of a certificate of title
to re-register a Commercial Vehicle and requires that notice of such surrender
be given to each secured party noted on the certificate of title. In those
states that require a secured party to take possession of a certificate of title
to perfect a security interest, the secured party would learn of the
re-registration through the request from the obligor to surrender possession of
the certificate of title. In those states that require a secured party to note
its lien on a certificate of title to perfect a security interest but do not
require possession of the certificate of title, the secured party would learn of
the re-registration through the notice from the state department of motor
vehicles that the certificate of title had been surrendered. The requirements
that a certificate of title be surrendered and that notices of such surrender be
given to each secured party also apply to re-registrations effected following a
sale of a Commercial Vehicle. MBCC would therefore have the opportunity to
re-perfect its security interest in a Financed Vehicle in the state of
re-registration following relocation of the Obligor and would be able to require
satisfaction of the related Receivable following a sale of the Financed Vehicle.
In states that do not require a certificate of title for registration of a
Commercial Vehicle, re-registration could defeat perfection. In the ordinary
course of servicing Commercial Vehicle installment contracts and loans, MBCC
takes steps to effect re-perfection upon receipt of notice of re-registration or
information from the Obligor as to relocation.

Under the laws of many states, liens for repairs performed on a Commercial
Vehicle and liens for unpaid taxes take priority over a perfected security
interest in the Commercial Vehicle. The Code also grants priority to certain
federal tax liens over the lien of a secured party. The laws of certain states
and federal law permit the confiscation of Commercial Vehicles under certain
circumstances if used in unlawful activities, which may result in the loss of a
secured party's perfected security interest in the confiscated Commercial
Vehicle. MBCC and the Seller will warrant in the Purchase Agreement and the

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Agreement, respectively, that, to the best of their knowledge, as of the Closing
Date, no such liens or rights of confiscation are pending. In the event of a
breach or failure to be true of such warranty which has a material and adverse
effect on the interests of the Trust and the Certificateholders, MBCC and the
Seller, pursuant to the terms of the Purchase Agreement and the Agreement,
respectively, will be required to repurchase the Receivable secured by the
Financed Vehicle involved. This repurchase obligation will constitute the sole
remedy available to the Trust and the Certificateholders for such breach. Any
liens for repairs or taxes or rights of confiscation arising at any time after
the Closing Date during the term of a Receivable would not give rise to a
repurchase obligation on the part of MBCC and the Seller.

REPOSSESSION

In the event of a default by an obligor under a retail installment contract
or loan, the holder of a receivable such as a Receivable has all the remedies of
a secured party under the UCC, except where specifically limited by other state
laws or by contract. The remedies of a secured party under the UCC include the
right to repossession by means of self-help, unless such means would constitute
a breach of the peace. Self-help repossession is the method employed by MBCC in
most cases, and is accomplished simply by taking possession of the Commercial
Vehicle. Generally, where the obligor objects or raises a defense to
repossession, a court order must be obtained from the appropriate state court
and the Commercial Vehicle must then be repossessed in accordance with that
order. In the event of a default by an obligor, many jurisdictions require that
the obligor be notified of the default and be given a time period within which
he may cure the default prior to repossession.

NOTICE OF SALE; REDEMPTION RIGHTS

The UCC and other state laws require the secured party to provide an
obligor with reasonable notice of the date, time, and place of any public sale
and/or the date after which any private sale of the collateral may be held. The
obligor generally has the right to redeem the collateral prior to actual sale by
paying the secured party the unpaid principal balance of the obligation plus, in
most cases, reasonable expenses for repossessing, holding, and preparing the
collateral for disposition and arranging for its sale plus, in many
jurisdictions, reasonable attorneys' fees. In some states, the obligor has the
right, prior to actual sale, to reinstatement of the original loan terms and to
return of the collateral by payment of delinquent installments of the unpaid
balance. Generally, this right of reinstatement may be exercised on a limited
number of occasions in any one-year period.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

The resale proceeds of Financed Vehicles generally will be applied first to
the expenses of repossession and resale and then to the satisfaction of the
indebtedness on the related Receivable. While some states impose prohibitions or
limitations on deficiency judgments if the net proceeds from resale do not cover
the full amount of the indebtedness, a deficiency judgment can be sought in
those states that do not prohibit or limit such judgments. Any such deficiency
judgment would be a personal judgment against the Obligor for the shortfall,
however, and a defaulting Obligor may have very little capital or sources of
income available following repossession. Therefore, in many cases, it may not be
useful to seek a deficiency judgment or, if one is obtained, it may be settled
at a significant discount or not paid at all. MBCC generally seeks to recover
any deficiency existing after repossession and sale of a Commercial Vehicle.

Occasionally, after resale of a repossessed Commercial Vehicle and payment
of all expenses and indebtedness, there is a surplus of funds. In that case, the
UCC requires the secured party to remit the surplus to any other holder of a
lien with respect to the Commercial Vehicle or, if no such lienholder exists or
funds remain after paying such other lienholders, to the former owner of the
Commercial Vehicle.

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws and related regulations
impose substantial requirements upon lenders and servicers involved in consumer
finance. These laws include the Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing

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Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B, Z, and
AA, and other similar acts, state adoptions of the National Consumer Act and of
the Uniform Consumer Credit Code and state motor vehicle retail installment
sales acts, retail installment sales acts, and other similar laws. Also, state
laws impose finance charge and late charge ceilings and other restrictions on
consumer transactions and require contract disclosures in addition to those
required under federal law. These requirements impose specific statutory
liabilities upon creditors who fail to comply with their provisions. In some
cases, this liability could affect the ability of an assignee, such as the
Trustee, to enforce Receivables to the extent they are consumer finance
contracts subject to such requirements. The "Credit Practices" Rule of the
Federal Trade Commission (the "FTC") imposes additional restrictions on contract
provisions and credit practices.

The FTC's holder-in-due-course rule (the "FTC Rule") has the effect of
subjecting a seller (and certain related lenders and their assignees) in a
consumer credit transaction and any assignee of the seller to all claims and
defenses which the purchaser could assert against the seller of the goods.
Liability under the FTC Rule is limited to the amounts paid by the purchaser
under the contract, and the holder of the contract may also be unable to collect
any balance remaining due thereunder from the purchaser. The FTC Rule is
generally duplicated by state statutes or the common law in certain states.
Accordingly, the Trustee, as holder of the Receivables, will be subject to
claims or defenses, if any, that the purchaser of a Financed Vehicle may assert
against the seller of such vehicle.

Under the Commercial Vehicle dealer licensing laws of most states, sellers
of Commercial Vehicles are required to be licensed to sell such vehicles at
retail sale and to originate certain installment contracts or loans in
connection with such sales. In addition, with respect to used Commercial
Vehicles, the FTC's Rule on Sale of Used Vehicles requires that all sellers of
used Commercial Vehicles prepare, complete, and display a "Buyer's Guide" which
explains the warranty coverage for such vehicles. Federal Odometer Regulations
promulgated under the Commercial Vehicle Information and Cost Savings Act
require that all sellers of used Commercial Vehicles furnish a written statement
signed by the seller certifying the accuracy of the odometer reading. If a
seller is not properly licensed or if either a Buyer's Guide or Odometer
Disclosure Statement was not properly provided to the purchaser of a financed
vehicle, such purchaser may be able to assert a defense as to a retail
installment contract or loan against the seller of such vehicle or of a
subsequent holder of the retail installment contract or loan.

Courts have applied general equitable principles to secured parties
pursuing repossession or litigation involving deficiency balances. These
equitable principles may have the effect of relieving an obligor from some or
all of the legal consequences of a default.

MBCC and the Seller will represent and warrant in the Purchase Agreement
and the Agreement, respectively, as to each Receivable that such Receivable
complied at the time it was originated and as of the Closing Date in all
material respects with all requirements of applicable law. If, as of the Cutoff
Date, an Obligor had a claim against the Trust for violation of any law and such
claim materially and adversely affected the Trust's interest in a Receivable,
such violation would create an obligation of MBCC and the Seller under the
Purchase Agreement and the Agreement, respectively, to repurchase the Receivable
unless the breach were cured. This repurchase obligation will constitute the
sole remedy of the Trustee and the Certificateholders against the Seller in
respect of any such uncured breach. See "The Certificates -- Sale and Assignment
of the Receivables."

OTHER LIMITATIONS

In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including Insolvency Laws, may interfere
with or affect the ability of a lender to realize upon collateral or enforce a
deficiency judgment. For example, in a proceeding under the Bankruptcy Code, a
court may prevent a lender from repossessing a Commercial Vehicle.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material United States federal
income tax consequences of the purchase, ownership and disposition of Class A
Certificates which are anticipated to be relevant to most categories of
investors. This summary is based upon laws, regulations, rulings and decisions
currently in effect, all of which are subject to change, which change may be
retroactive. The discussion does not cover all federal income tax consequences
which may be material to all categories of investors, some of which may be
subject to special rules, and does not discuss the status of the Trust or the
Class A Certificates or the tax treatment of any Class A Certificate Owner under
the laws of any foreign, state or local jurisdiction. In addition, this summary
is limited to investors who will hold the Class A Certificates as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Prospective
investors should note that no rulings have been or will be sought from the
Internal Revenue Service (the "IRS") with respect to any of the federal income
tax consequences discussed below, and no assurance can be given that the IRS
will not take contrary positions.

INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THEIR PURCHASE, OWNERSHIP
AND DISPOSITION OF THE CLASS A CERTIFICATES.

TAX STATUS AS A GRANTOR TRUST; SCOPE OF TAX OPINION

Morgan, Lewis & Bockius LLP, special tax counsel to the Seller ("Special
Tax Counsel"), has advised that, in its opinion, for federal income tax
purposes, (i) the Trust will be classified as a grantor trust and not as a
partnership or as an association which is taxable as a corporation and (ii) each
Class A Certificate Owner will be treated as an owner of an undivided pro rata
interest in the income (other than the Retained Yield) and corpus attributable
to the Trust. In addition, Special Tax Counsel has prepared or reviewed the
statements in this Prospectus under the headings "Prospectus Summary -- Tax
Status" and "Certain Federal Income Tax Consequences," and is of the opinion
that such statements, to the extent that such statements describe matters of
federal income tax law, are correct in all material respects. Such statements
constitute an explanatory discussion of the possible effects of the
classification of the Trust as a grantor trust for federal income tax purposes
on investors generally and of related tax matters affecting investors generally.
Further, such statements do not purport to furnish information in the level of
detail or with the attention to an investor's specific tax circumstances that
would be provided by an investor's tax advisor. Accordingly, each investor is
advised to consult its tax advisor with regard to the tax consequences to it of
investing in the Class A Certificates.

TREATMENT OF CLASS A CERTIFICATE OWNERS' INVESTMENTS IN THE CERTIFICATES

Classification as a grantor trust should cause each Class A Certificate
Owner to be treated for federal income tax purposes as if it owned directly its
interest in each asset owned by the Trust, received or accrued directly its
share of income paid to or accrued by the Trust and paid or incurred directly
its share of reasonable expenses paid or incurred by the Trust. Accordingly,
each Class A Certificate Owner should be viewed as owning an interest in each
Receivable and each other asset which is held by the Trust. It is also possible
that each Class A Certificate Owner would be considered to own an undivided
interest in a single debt obligation of the Seller and generally having a
principal amount equal to the total stated principal amount of the Receivables
and an interest rate equal to the applicable Pass-Through Rate. Special Tax
Counsel is unable to opine as to which characterization will govern because no
authority exists addressing the characterization of transactions having assets
and other characteristics identical to those of the Trust. The Agreement will
express the intent of the Seller to sell, and the Class A Certificate Owners to
purchase, the Receivables (other than the Retained Yield and Excess Amounts) and
the Seller, each Certificateholder and each Class A Certificate Owner, by
accepting a beneficial interest in a Certificate, will agree to treat the Class
A Certificates as ownership interests in the Receivables. Unless otherwise
specified, the remainder of this section will discuss the manner in which

49
<PAGE> 52

income would be reported if each Class A Certificate Owner were viewed as owning
an interest in each Receivable and each other asset which is held by the Trust.

TAX ACCOUNTING ISSUES

For administrative convenience, the Servicer intends to report information
with respect to a Class A Certificate Owner's investment in a Class A
Certificate on an aggregate basis as though such Class A Certificate Owner's
investment in the Receivables and other assets will be equal to such Class A
Certificate Owner's share of the initial Class A Principal Balance and on which
interest and Shortfall Amounts are payable at a combined rate equal to the sum
of the Pass-Through Rate and the Servicing Rate. Unless otherwise specified, the
remainder of this section will discuss the manner in which income would be
reported on an asset-by-asset basis, although the Servicer will report on an
aggregate basis.

If the IRS were to require reporting on an asset-by-asset basis, the
timing, amount and character of income reportable to Class A Certificate Owners
for any period could differ from that which is reportable on an aggregate basis.
If reporting on an aggregate basis results in under-reporting of income, or if
the IRS were to take a position different from that adopted by the Trust with
respect to any issue, a Class A Certificate Owner could be required to pay
interest on underpayments of tax and could be subject to penalties for
under-reporting of income. Special Tax Counsel is unable to opine with respect
to a number of issues which could affect the timing, amount and characterization
of income because no authority exists addressing the characterization of
transactions having assets and other characteristics identical to those of the
Trust.

Except to the extent that the original issue discount rules are applicable
(as discussed below), ordinary income on the Class A Certificate Owner's
interest in the Receivables and other Trust assets will be reportable by a Class
A Certificate Owner in accordance with its usual method of accounting as such
amounts are accrued on the Receivables or, in the case of Class A Certificate
Owners who are cash basis taxpayers, ordinary income will be reportable when
received by the Servicer as agent for the Class A Certificate Owners. Because
items of income generally accrue on the Receivables over various monthly periods
ending in the calendar month preceding the calendar month which includes the
related Distribution Date, in general, distributions made on a Class A
Certificate will represent amounts which accrued over a period that began
between 75 and 45 days prior to such Distribution Date. The portion of each
distribution to a Class A Certificate Owner that is allocable to principal on
the Receivables (other than amounts representing accrued market discount, as
described below) will reduce the tax basis of such Class A Certificate Owner's
interest in the Receivables. See "-- Payments Under the Shortfall Amount
Agreement -- Shortfall Amounts."

PAYMENTS UNDER THE SHORTFALL AMOUNT AGREEMENT

Excess Amounts. Excess Amounts are to be retained by MBCC. It is possible
that Excess Amounts will be viewed as constructively received by the Trust and
then paid to MBCC as a fee for the rights granted under the Shortfall Amount
Agreement, in which case such Excess Amounts may be includible in income by the
Class A Certificate Owners and deductible by Class A Certificate Owners subject
to the rules discussed below. See "-- Servicing Fees."

Shortfall Amounts. A Shortfall Amount compensates the Class A Certificate
Owners for the excess, if any, of the interest which would have accrued on a
Receivable at its APR prior to prepayment or acceleration using the actuarial
method over the interest which actually accrued on such Receivable at such rate
over such period using the simple interest method. See "The Receivables --
Payments on the Receivables." Shortfall Amounts are paid to Class A Certificate
Owners from amounts on deposit in the Class A Reserve Fund or by MBCC pursuant
to the Shortfall Amount Agreement to eliminate this difference in yield. A Class
A Certificate Owner may be required to allocate a portion of its purchase price
for a Receivable to its contingent right to receive Shortfall Amounts. See "--
Application of the Original Issue Discount Rules to the Receivables."

50
<PAGE> 53

Shortfall Amounts should be treated as ordinary income which is not
interest income. However, because the Trust will have accounted for each
Receivable (in accordance with its terms) using the actuarial method, by the
time a Shortfall Amount is received, a Class A Certificate Owner on the accrual
basis method of accounting should previously have overcounted (and thus may have
over-reported with respect to prior collection periods) its interest income by
an amount equal to the Shortfall Amount, which amount should instead have been
accounted for as a recovery of basis. A Class A Certificate Owner that takes the
position that the Shortfall Amount should be treated as basis recovery (because
an identical amount was previously over-reported as income) could be challenged
by the IRS if the difference in character (basis recovery vs. interest) or
timing of the reported amounts affects such Class A Certificate Owner's tax
liability. Another possible alternative is that the Shortfall Amounts could be
treated as an adjustment to the purchase price of the Receivables. In that
event, the amount of discount on the Receivables would increase compared with
the amount of such discount if the Shortfall Amounts were not treated as an
adjustment to the purchase price of Receivables.

It is not clear whether payments analogous to the Shortfall Amounts should
be treated as "fixed or determinable annual or periodic" income (within the
meaning of Section 871(a)(1) or 881(a)(1) of the Code) and, therefore, subject
to United States withholding tax. Furthermore, Shortfall Amounts will not be
treated as interest and, therefore, will not qualify as "portfolio interest"
(within the meaning of Section 871(h)(2) or 881(c)(2) of the Code).

APPLICATION OF THE ORIGINAL ISSUE DISCOUNT RULES TO THE RECEIVABLES

The Receivables bear interest at varying rates. Because the Seller will
retain the Retained Yield, the issuance of the Class A Certificates will result
in the separation of ownership ("stripping") of a portion of the rights to
interest payments on those Receivables (the "High Yield Receivables") that bear
an interest rate which is greater than the sum of the Pass-Through Rate and the
Servicing Rate from the principal of and remaining interest on such Receivables.
Those Receivables that bear an interest rate which is equal to the sum of the
Pass-Through Rate and the Servicing Rate do not provide rights to receive
interest in excess of the sum of the Pass-Through Rate and the Servicing Rate
and, therefore, will not be treated as stripped instruments.

As discussed below, the stripping of the High Yield Receivables may result
in original issue discount ("OID"). Furthermore, in determining whether the High
Yield Receivables (or any High Yield Receivable) purchased by the Class A
Certificate Owners have OID or whether any other Receivables (or any other
Receivable) have market discount, the purchase price of a Class A Certificate
should be allocated among the High Yield Receivables and the Trust's other
assets based on their respective fair market values. The Trust's other assets
include the Class A Certificate Owner's undivided interest in accrued but unpaid
interest and amounts collected as of the time of purchase but not yet
distributed, and, possibly, contingent rights to receive Shortfall Amounts
pursuant to the Shortfall Amount Agreement. As a result, the portion of the
purchase price allocable to a Class A Certificate Owner's undivided interest in
the Receivables (or any Receivable) will be decreased and the potential OID or
market discount on the Receivables (or any Receivable) could be increased.

The "stripped bond" rules of Section 1286 of the Code will apply to the
High Yield Receivables (the "stripped Receivables"). Under Section 1286 of the
Code, a stripped bond is treated as if it had been newly issued on the date of
the stripping with an issue price equal to the purchase price allocable to the
stripped bond (based on its fair market value). If the stated redemption price
at maturity exceeds the issue price, the difference is treated as OID. Under
regulations under Section 1286 of the Code and under the OID provisions of the
Code (the "OID Regulations"), it appears that the interest on the stripped
Receivables would be treated as "qualified stated interest." Thus, the stated
redemption price at maturity should not include such interest payments, and
should therefore equal the principal amount of the stripped Receivables.

It is unclear under Section 1286 of the Code and the OID Regulations
whether stripped bonds which are deemed to be issued in a single transaction
should be aggregated. The OID Regulations generally

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<PAGE> 54

provide for the aggregation of debt instruments issued by a single "issuer" to a
single holder. Although it is not clear whether the Seller, as the entity
stripping the Receivables, should be treated as the "issuer" of the stripped
Receivables for purposes of the OID Regulations, as described above, the
Servicer will prepare reports as if the OID Regulations allow aggregation.

The rules that follow would apply regardless of whether the stripped
Receivables are aggregated (and thus treated as a single Receivable for OID
purposes) or not aggregated (and thus analyzed on a Receivable-by-Receivable
basis for OID purposes), although the amount and timing of OID recognition may
differ under the two methods.

If the excess of a stripped Receivable's "stated redemption price at
maturity" (which should equal the Receivable's principal amount) over the
purchase price which the Class A Certificate Owner is deemed to have paid for
such stripped Receivable is less than a statutorily defined de minimis amount,
such stripped Receivable would not be treated as having OID. In general, the
amount of OID on a stripped Receivable will be de minimis if it is less than
1/4 of 1% multiplied by the product of the stated redemption price at maturity
and the number of full years of weighted average life remaining after the
purchase date until the final maturity of the Receivable. It is not clear
whether the maturity date which would be used for determining whether OID on a
stripped Receivable is de minimis should be calculated taking into account
expected prepayments and, absent further guidance to the contrary, the Servicer
does not intend to apply a prepayment assumption, for purposes of either
applying the de minimis rule or calculating OID generally. If the amount of OID
on any stripped Receivable is de minimis under this rule, the actual amount of
discount on such Receivable would be includible in income proportionately as
principal payments are received on the Receivable in the proportion that the
amount that each principal payment bears to the total principal amount of the
stripped Receivable.

If OID on a stripped Receivable is not treated as de minimis, a Class A
Certificate Owner will be required to include OID in income as it accrues on a
daily basis, regardless of when cash payments are received, using a method
reflecting a constant yield-to-maturity on such stripped Receivable. The OID
that accrues from time to time would increase a Class A Certificate Owner's tax
basis in the Class A Certificate. Distributions of principal and other items
attributable to accrued OID (other than payments of interest at the sum of the
Pass-Through Rate and Servicing Rate) would reduce a Class A Certificate Owner's
tax basis. The accrual of income by a Class A Certificate Owner under the OID
rules could be accelerated as compared with reporting income at the sum of the
Pass-Through Rate and the Servicing Rate. Application of the OID rules,
particularly if a prepayment assumption is required and the Receivables are not
aggregated, would be complex and could significantly affect the timing of
inclusion of income on a Class A Certificate.

For the reasons discussed above, the Receivables other than the High Yield
Receivables will not be treated as stripped bonds. However, to the extent that
the portion of the purchase price allocated to a Certificate Owner's undivided
interest in a Receivable other than a High Yield Receivable is less than the
"stated redemption price at maturity," such Receivable could have market
discount. The market discount on such a Receivable will be considered to be zero
if it is less than a statutorily defined de minimis amount. The allocation of a
portion of the purchase price of a Class A Certificate to the rights to payments
under the Shortfall Amount Agreement, accrued interest and/or amounts collected
and undistributed as of the date such Class A Certificate was purchased may
cause or increase the amount of market discount.

In general, under the market discount provisions of the Code, principal
payments received by the Trust and all or a portion of the gain recognized upon
a sale or other disposition of a Receivable other than a High Yield Receivable
or upon the sale or other disposition of a Class A Certificate by a Class A
Certificate Owner, will be treated as ordinary income to the extent of accrued
market discount. Any payments received by a Class A Certificate Owner upon a
sale or other disposition of a Certificate in an amount in excess of accrued
market discount will be treated as capital gain. In addition, a portion of the
interest deductions of the Class A Certificate Owner attributable to any
indebtedness treated as incurred or continued to purchase or carry a Receivable
may have to be deferred, unless a Class A Certificate

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<PAGE> 55

Owner makes an election to include market discount in income currently as it
accrues, which election would apply to all debt instruments acquired by the
taxpayer on or after the first day of the first taxable year to which such
election applies. Taxpayers may, in general, elect to accrue market discount
either (i) under a constant yield-to-maturity method or (ii) in the proportion
that the stated interest paid on the obligation for the current period bears to
the total remaining interest on the obligation.

SERVICING FEES

An amount equal to each Class A Certificate Owner's allocable share of the
Servicing Fee and other compensation to the Servicer will be treated as having
been received by and will be includible in the income of such Class A
Certificate Owner. A corporate Class A Certificate Owner or a Class A
Certificate Owner who holds a Class A Certificate in connection with a trade or
business will be entitled to deduct, consistent with its method of accounting,
its pro rata share of amounts paid as fees and other expenses under Section 162
of the Code to the extent that such fees and expenses represent reasonable
compensation for services rendered. Other Class A Certificate Owners will be
entitled to deduct, under Section 212 of the Code, their pro rata share of
amounts paid as reasonable fees and expenses only if such amounts, when added to
certain other "miscellaneous itemized deductions," exceed 2% of adjusted gross
income for the taxable year in which the deductions may be claimed. In addition,
in the case of Class A Certificate Owners who are individuals, certain otherwise
allowable itemized deductions will be reduced, but not by more than 80%, by an
amount equal to 3% of the Class A Certificate Owner's adjusted gross income in
excess of a statutorily defined amount adjusted annually for inflation ($117,950
for married couples filing jointly for the taxable year beginning in 1996).

The Servicer believes that the Servicing Fees will be considered reasonable
compensation for services rendered. Although the IRS has issued guidance as to
what constitutes reasonable compensation for servicing residential mortgages,
there are no guidelines as to either the maximum amount of compensation that may
be considered reasonable for servicing debt instruments similar to the
Receivables or whether the reasonableness of such compensation would be
determined on a weighted average or a Receivable-by-Receivable basis.

If amounts paid to the Servicer exceed reasonable compensation for services
provided, the Servicer may be viewed as having, for federal income tax purposes,
an ownership interest in a portion of each interest payment with respect to each
Receivable under the "stripped bond" rules. In such case, the portion of each
interest payment treated as a strip owned by the Servicer will not be included
in the Class A Certificate Owner's income, and the Class A Certificate Owner's
deduction for Servicing Fees will be reduced accordingly.

Any prepayment penalties, late payment fees, extension and administrative
fees or similar charges (collectively, "Late Fees") paid by the Obligors under
the Receivables and any interest on amounts collected by the Servicer are to be
retained by the Servicer. Thus, such Late Fees and interest should not
constitute taxable income to the Class A Certificate Owners as additional
compensation. Accordingly, the Trustee will not report to the Class A
Certificate Owners such Late Fees and interest received. However, it is possible
that such Late Fees and interest might be viewed as constructively received by
the Trust and then paid to the Servicer as additional servicing fees, in which
case such Late Fees and interest may be includible in income by the Class A
Certificate Owners and become deductible by Class A Certificate Owners subject
to the rules discussed above.

SALE OF A CERTIFICATE

If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale and the Class A Certificate
Owner's adjusted basis in the Certificate. A Class A Certificate Owner's
adjusted basis generally will equal the purchase price the Certificate Owner is
deemed to have paid for the Certificate, increased by any OID or market discount
previously included in income, and decreased by any deduction previously allowed
for amortized premium and by the amount of payments previously received on the
Receivables which are allocable to principal or previously included

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<PAGE> 56

OID or market discount for tax purposes. Gain realized will be treated as
ordinary income to the extent that market discount accrued in respect of a
Receivable had not previously been taken into account. Any remaining gain would
be treated as capital gain and any loss realized would be treated as capital
loss.

FOREIGN CLASS A CERTIFICATE OWNERS

To the extent that amounts paid to a Class A Certificate Owner that is not
a United States person (a "Foreign Class A Certificate Owner") are treated as
interest or OID for federal income tax purposes, such amounts generally will be
exempt from the normal 30% United States withholding tax, provided that such
Foreign Class A Certificate Owner is not engaged in a trade or business in the
United States and that such Certificate Owner fulfills certain certification
requirements. Under such requirements, a Foreign Class A Certificate Owner must
certify, under penalties of perjury, that it is not a "United States person,"
among other things. However, since Shortfall Amounts will not qualify as
"portfolio interest" within the meaning of Section 871(h)(2) or 881(c)(2) of the
Code, such payments may be subject to United States withholding tax at a 30% or
lower treaty reduced rate. To the extent that an Excess Amount is treated as
constructively received by the Trust, it is not clear whether all or a portion
of such Excess Amount may qualify as "portfolio interest" (within the meaning of
Section 871(b)(2) or 881(c)(2) of the Code) which would be exempt from United
States withholding tax. See "-- Payments Under the Shortfall Amount Agreement --
Excess Amounts." The term "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, and an estate or trust whose income is includible in gross income for
United States federal income tax purposes regardless of its source. Potential
investors who are not United States persons should consult their own tax
advisors regarding the specific tax consequences to them of owning a Class A
Certificate.

BACKUP WITHHOLDING

Payments made to a Class A Certificate Owner and proceeds from the sale of
the Certificates will not be subject to a 31% "backup" withholding tax unless,
in general, such Class A Certificate Owner fails to comply with certain
reporting procedures and is not an exempt recipient under applicable provisions
of the Code.

ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and the Code impose certain requirements on employee benefit plans and certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to ERISA and the Code (all of which are hereinafter referred to as a
"Plan") and on persons who are fiduciaries with respect to such Plans. In
accordance with ERISA's general fiduciary standards, before investing in a Class
A Certificate, a Plan fiduciary should determine whether such an investment is
permitted under the governing Plan instruments and is appropriate for the Plan
in view of its overall investment policy and the composition and diversification
of its portfolio. Other provisions of ERISA and the Code prohibit certain
transactions involving the assets of a Plan and persons who have certain
specified relationships to the Plan ("parties in interest" within the meaning of
ERISA or "disqualified persons" within the meaning of the Code). Thus, a Plan
fiduciary considering an investment in Class A Certificates should also consider
whether such an investment might constitute or give rise to a prohibited
transaction under ERISA or the Code.

An investment in Class A Certificates by a Plan might result in the assets
of the Trust being deemed to constitute Plan assets, which in turn might mean
that certain aspects of such investment, including the operation of the Trust,
might be prohibited transactions under ERISA and the Code. There may also be an
improper delegation of the responsibility to manage Plan assets if Plans that
purchase the Class A Certificates are deemed to own an interest in the
underlying assets of the Trust. Neither ERISA nor the

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<PAGE> 57

Code defines the term "plan assets." Under Section 510.3-101 of the United
States Department of Labor ("DOL") regulations (the "Regulation"), a Plan's
assets may include an interest in the underlying assets of an entity (such as a
trust) for certain purposes, including the prohibited transaction provisions of
ERISA and the Code, if the Plan acquires an "equity interest" in such entity.
The Seller believes that the Class A Certificates will give Class A
Certificateholders an equity interest in the Trust for purposes of the
Regulation. Under the Regulation, when a Plan acquires an equity interest that
is neither a "publicly offered security" nor a security issued by an investment
company registered under the Investment Company Act of 1940, as amended, the
underlying assets of the entity will be considered "plan assets" unless the
entity is an "operating company" or equity participation in the entity by
benefit plan investors is not "significant." A publicly offered security is a
security which is (1) held by 100 or more investors independent of the issuer
and of each other, (2) freely transferable, and (3) sold as part of an offering
pursuant to an effective registration statement under the Securities Act, and
then registered under Section 12(b) or 12(g) of the Exchange Act. The Regulation
provides that participation is significant if immediately after the most recent
acquisition of any equity interest in the entity, whether or not from an issuer
or an underwriter, twenty-five percent (25%) or more of the value of any class
of equity interest is held by "benefit plan investors," which are defined as
Plans and employee benefit plans not subject to ERISA (for example, governmental
plans).

The Trust will not be an "operating company" as defined in the Regulation,
and it will not be an investment company registered under the Investment Company
Act of 1940, as amended. It is expected that the Class A Certificates will meet
the criteria of publicly offered securities as set forth above. The Underwriters
expect (although no assurances can be given) that the Class A Certificates will
be held by at least 100 independent investors at the conclusion of the offering
made by this Prospectus; there are no restrictions imposed on the transfer of
the Class A Certificates; and the Seller intends to cause the registration
requirements to be satisfied. If, however, none of the exceptions set forth in
the Regulation applies, the persons providing services with respect to the
assets of the Trust may be subject to the fiduciary responsibility provisions of
Title I of ERISA and be subject to the prohibited transaction provisions of
ERISA and the Code unless exemptions from such provisions apply. For example,
based on the reasoning of the United States Supreme Court in John Hancock Life
Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993), an insurance
company's general account may be deemed to include assets of the Plans investing
in the general account (e.g., through the purchase of an annuity contract), and
the insurance company might be treated as a fiduciary with respect to such plans
by virtue of such investment. Certain exemptions issued by the DOL from the
prohibited transaction rules could be applicable, depending in part upon the
type and circumstances of the Plan fiduciary making the decision to acquire a
Class A Certificate. Included among these exemptions are DOL Prohibited
Transaction Exemptions 84-14 (Class Exemption for Plan Asset Transactions
Determined by Independent Qualified Professional Asset Managers), 91-38 (Class
Exemption for Certain Transactions Involving Bank Collective Investment Funds),
90-1 (Class Exemption for Certain Transactions Involving Insurance Company
Pooled Separate Accounts), 95-60 (Class Exemption for Certain Transactions
Involving Insurance Company General Accounts) and 96-23 (Class Exemption for
Plan Asset Transactions Determined by In-House Asset Managers).

Any Plan fiduciary considering whether to purchase Class A Certificates on
behalf of a Plan should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction provisions of ERISA and
the Code to such investment.

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<PAGE> 58

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Seller has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of the Underwriters, for
whom Goldman, Sachs & Co. are acting as representatives (the "Representatives"),
has severally agreed to purchase from the Seller, the principal amount of Class
A Certificates set forth opposite its name below:

<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT OF
CLASS A CERTIFICATES
UNDERWRITERS TO BE PURCHASED
---------------------------------------------------------------- --------------------
<S> <C>
Goldman, Sachs & Co............................................. $
Citicorp Securities, Inc........................................
CS First Boston Corporation.....................................
Deutsche Morgan Grenfell/C.J. Lawrence Inc......................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................
J.P. Morgan Securities Inc......................................
UBS Securities LLC..............................................
----------
Total........................................................... $ 795,188,137.94
==========
</TABLE>

In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the Class
A Certificates offered hereby if any of the Class A Certificates are purchased.
In the event of a default by any Underwriter, the Underwriting Agreement
provides that, in certain circumstances, purchase commitments of the
nondefaulting Underwriters may be increased or the Underwriting Agreement may be
terminated.

The Seller has been advised by the Representatives that the several
Underwriters propose initially to offer the Class A Certificates to the public
at the price set forth on the cover page hereof, and to certain dealers at such
price less a concession not in excess of % of the Class A Certificate
denominations. The Underwriters may allow and such dealers may reallow a
concession not in excess of % of the Class A Certificate denominations
to certain other dealers. After the initial public offering, the public offering
price and such concessions may be changed.

The Seller does not intend to apply for listing of the Class A Certificates
on a national securities exchange, but has been advised by the Underwriters that
they intend to make a market in the Class A Certificates. The Underwriters are
not obligated, however, to make a market in the Class A Certificates and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of, or the trading market for, the Class A Certificates.

The Underwriting Agreement provides that the Seller will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act or contribute to payments the Underwriters may be required to
make in respect thereof.

In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates have engaged, and may in the future engage, in
commercial banking and investment banking transactions with DBNA, MBCC and their
affiliates.

VALIDITY OF THE CERTIFICATES

Certain legal matters relating to the validity of the Certificates will be
passed upon for the Seller by Morgan, Lewis & Bockius LLP, New York, New York.
The validity of the Certificates will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Skadden, Arps,
Slate, Meagher & Flom LLP has from time to time represented MBCC, DBNA and their
affiliates in connection with certain matters.

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<PAGE> 59

INDEX OF PRINCIPAL TERMS

<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
Accounts........................................................................ 30
Advance......................................................................... 9
Agreement....................................................................... 4
Amount Financed................................................................. 23
APR............................................................................. 4, 18
Available Interest.............................................................. 35
Available Principal............................................................. 35
Balloon Receivables............................................................. 18
Bankruptcy Code................................................................. 11
Certificate Account............................................................. 30
Certificate Owners.............................................................. 3, 6
Certificateholders.............................................................. 7
Certificates.................................................................... 1
Class A Agent................................................................... 10
Class A Certificate Owners...................................................... 6
Class A Certificateholders...................................................... 5, 28
Class A Certificates............................................................ 1, 4
Class A Distributable Amount.................................................... 36
Class A Interest................................................................ 36
Class A Interest Carryover Shortfall............................................ 36
Class A Percentage.............................................................. 4, 27
Class A Pool Factor............................................................. 24
Class A Principal............................................................... 6, 36
Class A Principal Balance....................................................... 37
Class A Principal Carryover Shortfall........................................... 37
Class A Reserve Fund............................................................ 7
Class A Reserve Initial Deposit................................................. 8
Class B Agent................................................................... 10
Class B Certificateholders...................................................... 7
Class B Certificates............................................................ 1, 4
Class B Distributable Amount.................................................... 37
Class B Interest................................................................ 37
Class B Interest Carryover Shortfall............................................ 37
Class B Percentage.............................................................. 4, 27
Class B Principal............................................................... 37
Class B Principal Balance....................................................... 37
Class B Principal Carryover Shortfall........................................... 37
Class B Reserve Fund............................................................ 7
Closing Date.................................................................... 5, 24
Code............................................................................ 49
Collection Account.............................................................. 30
Collection Period............................................................... 6, 27
Commercial Vehicle.............................................................. 15
Commercial Vehicle Contracts.................................................... 15
Commission...................................................................... 2
Cutoff Date..................................................................... 2, 5
Daimler-Benz.................................................................... 26
DBNA............................................................................ 4
Dealer Agreement................................................................ 15
</TABLE>

57
<PAGE> 60

<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
Dealers......................................................................... 15
Defaulted Receivable............................................................ 6, 35
Definitive Certificates......................................................... 28
Determination Date.............................................................. 35
Direct Participants............................................................. 27
Distribution Date............................................................... 1, 5
DOL............................................................................. 55
DTC............................................................................. 1, 6
Due Date........................................................................ 15
Eligible Bank................................................................... 31
Eligible Deposit Account........................................................ 30
Eligible Investments............................................................ 31
Eligible Servicer............................................................... 32
ERISA........................................................................... 2, 54
Events of Servicing Termination................................................. 41
Excess Amount................................................................... 23
Exchange Act.................................................................... 2
FDIC............................................................................ 31
Final Scheduled Distribution Date............................................... 1
Final Scheduled Maturity Date................................................... 33
Financed Vehicles............................................................... 5
Foreign Class A Certificate Owner............................................... 54
Freightliner.................................................................... 2, 4, 26
Fully Amortizing Receivables.................................................... 18
FTC............................................................................. 48
FTC Rule........................................................................ 48
High Yield Receivables.......................................................... 51
Holders......................................................................... 29
Indirect Participants........................................................... 28
Insolvency Laws................................................................. 11
IRS............................................................................. 49
Late Fees....................................................................... 53
Liquidation Proceeds............................................................ 35
MBCC............................................................................ 4
Monthly Remittance Condition.................................................... 32
Moody's......................................................................... 10
Obligors........................................................................ 5
OID............................................................................. 51
OID Regulations................................................................. 51
Original Class A Principal Balance.............................................. 5
Original Class B Principal Balance.............................................. 37
Pass-Through Rate............................................................... 5
Payahead Account................................................................ 31
Payahead Agent.................................................................. 10
Payahead Balance................................................................ 36
Payaheads....................................................................... 31
Plan............................................................................ 10, 54
Pool Balance.................................................................... 7, 23
Prepaid Receivable.............................................................. 6
Principal Balance............................................................... 23
Purchase Agreement.............................................................. 5
</TABLE>

58
<PAGE> 61

<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
Purchase Amount................................................................. 30
Purchased Receivable............................................................ 30
Rating Agency................................................................... 10
Receivable File................................................................. 29
Receivables..................................................................... 2, 4
Record Date..................................................................... 5
Recoveries...................................................................... 35
Regulation...................................................................... 55
Representatives................................................................. 56
Reserve Funds................................................................... 7
Retained Yield.................................................................. 4
Rules........................................................................... 28
S&P............................................................................. 10
Securities Act.................................................................. 2
Seller.......................................................................... 1
Servicer........................................................................ 1
Servicing Fee................................................................... 6
Servicing Guaranty Agreement.................................................... 31
Servicing Rate.................................................................. 6
Shortfall Amount................................................................ 9, 23
Shortfall Amount Agreement...................................................... 9
Special Counsel................................................................. 25
Special Tax Counsel............................................................. 49
Specified Class A Reserve Balance............................................... 8, 39
Specified Class B Reserve Balance............................................... 8, 39
stripped Receivables............................................................ 51
stripping....................................................................... 51
Total Available Amount.......................................................... 35
Trust........................................................................... 1, 4
Trust Property.................................................................. 4
Trustee......................................................................... 10
UCC............................................................................. 5
Underwriters.................................................................... 56
Underwriting Agreement.......................................................... 56
United States person............................................................ 54
</TABLE>

59
<PAGE> 62

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

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE SELLER, THE SERVICER, CITIBANK, N.A. OR
THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Available Information.................... 2
Reports to the Class A
Certificateholders..................... 3
Prospectus Summary....................... 4
Risk Factors............................. 11
Formation of the Trust................... 14
The Trust Property....................... 14
MBCC's Commercial Vehicle Contract
Portfolio.............................. 15
The Receivables.......................... 18
Yield Considerations..................... 24
Pool Factors and Other Information....... 24
Use of Proceeds.......................... 24
The Seller............................... 25
The Servicer............................. 26
Freightliner Corporation................. 26
The Certificates......................... 27
Certain Legal Aspects of the
Receivables............................ 44
Certain Federal Income Tax
Consequences........................... 49
ERISA Considerations..................... 54
Underwriting............................. 56
Validity of the Certificates............. 56
Index of Principal Terms................. 57
</TABLE>

UNTIL (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE CLASS A CERTIFICATES, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

$795,188,137.94

DAIMLER-BENZ
VEHICLE TRUST 1996-A

% ASSET BACKED
CERTIFICATES, CLASS A

DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION
SELLER

MERCEDES-BENZ CREDIT CORPORATION
SERVICER
------------------
PROSPECTUS
------------------

GOLDMAN, SACHS & CO.

CITICORP SECURITIES, INC.

CS FIRST BOSTON

DEUTSCHE MORGAN GRENFELL INC.

MERRILL LYNCH & CO.

J.P. MORGAN & CO.

UBS SECURITIES

---------------------------------------------------------
---------------------------------------------------------
<PAGE> 63

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Registration Fee..................................................... $240,966.10*
Printing and Engraving............................................... 35,000.00
Trustee's Fee........................................................ 20,000.00
Legal Fees and Expenses.............................................. 80,000.00
Blue Sky Fees and Expenses........................................... 10,000.00
Accountant's Fees and Expenses....................................... 45,000.00
Rating Agency Fees................................................... 185,000.00
Miscellaneous Fees and Expenses...................................... 10,033.90
-------
Total Expenses.................................................. $626,000.00
=======
</TABLE>

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

* $303.03 of which has been previously paid.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of Delaware provides as follows:

145 Indemnification of Officers, Directors, Employees and Agents; Insurance

(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and

II-1
<PAGE> 64

reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

II-2
<PAGE> 65

(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

Article VI of the By-Laws of Daimler-Benz Vehicle Receivables Corporation
provides as follows:

To the full extent permitted by law, the corporation may indemnify any
person, or his heirs, distributees, next of kin, successors, appointees,
executors, administrators, legal representatives and assigns, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, domestic or foreign,
against expenses, attorneys' fees, court costs, judgments, fines, amounts paid
in settlement and other losses actually and reasonably incurred by him in
connection with such action, suit or proceeding.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation of the Seller; incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on Form S-1
(No. 33-79574)
3.2 Bylaws of the Seller; incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1 (No. 33-79574)
4.1 Form of Pooling and Servicing Agreement among the Seller, the Servicer,
MBCC, the Trustee, the Class A Agent, the Class B Agent and the Payahead
Agent
5.1 Opinion of Morgan, Lewis & Bockius LLP re Legality
8.1 Opinion of Morgan, Lewis & Bockius LLP re Tax Matters
10.1 Form of Purchase Agreement between Mercedes-Benz Credit Corporation and the
Seller
10.2 Form of Servicing Guaranty Agreement between Daimler-Benz North America
Corporation and the Trustee (contained in Exhibit 4.1)
24.1 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)
24.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 8.1)
</TABLE>

(B) FINANCIAL STATEMENT SCHEDULES

Not applicable.

II-3
<PAGE> 66

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes as follows:

(a) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in such
names as required by the Underwriters to permit prompt delivery to each
purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

(c) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.

(d) For the purpose of determining any liability under the Securities Act
of 1933, each post effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-4
<PAGE> 67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the State of New
York, City of New York, on November 19, 1996.

DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION

By: /s/ HARVEY S. TRAISON

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

Harvey S. Traison
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ----------------------------------- ------------------
<C> <S> <C>

/s/ HARVEY S. TRAISON Director and President November 19, 1996
- ------------------------------------- (principal executive officer)
Harvey S. Traison

* November 19, 1996
- ------------------------------------- Director and Secretary and
David A. Klanica Treasurer (principal financial
officer and principal accounting
officer)
* November 19, 1996
- ------------------------------------- Director
Klaus Jacobs

* November 19, 1996
- ------------------------------------- Director
Charles B. McKenna

*By: /s/ HARVEY S. TRAISON
- -------------------------------------
Harvey S. Traison
Attorney-in-Fact
</TABLE>

<PAGE> 68

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ---------------------------------------------------------------------
<C> <S> <C>
1.1 Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation of the Seller; incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on
Form S-1 (No. 33-79574)
3.2 Bylaws of the Seller; incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-1 (No. 33-79574)
4.1 Form of Pooling and Servicing Agreement among the Seller, the
Servicer, MBCC, the Trustee, the Class A Agent, the Class B Agent and
the Payahead Agent
5.1 Opinion of Morgan, Lewis & Bockius LLP re Legality
8.1 Opinion of Morgan, Lewis & Bockius LLP re Tax Matters
10.1 Form of Purchase Agreement between Mercedes-Benz Credit Corporation
and the Seller
10.2 Form of Servicing Guaranty Agreement between Daimler-Benz North
America Corporation and the Trustee (contained in Exhibit 4.1)
24.1 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)
24.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 8.1)
</TABLE>

<PAGE> 1
EXHIBIT 1.1

DAIMLER-BENZ VEHICLE TRUST 1996-A
[ ]% ASSET BACKED CERTIFICATES, CLASS A

DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION
(Company)

MERCEDES-BENZ CREDIT CORPORATION
(Servicer)

UNDERWRITING AGREEMENT

November [ ], 1996

GOLDMAN, SACHS & CO.,
as Representatives of the
Several Underwriters named
in Schedule I hereto (the "Representatives")
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Daimler-Benz Vehicle Receivables Corporation, a Delaware
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several Underwriters named in Schedule
I hereto (the "Underwriters") $795,188,137.94 principal amount of []% Asset
Backed Certificates, Class A (the "Class A Certificates"), to be issued by the
Daimler-Benz Vehicle Trust 1996-A. Each Class A Certificate will represent a
specified percentage undivided interest in the Daimler-Benz Vehicle Trust
1996-A (the "Trust")(excluding the Retained Yield). The assets of the Trust
include, among other things, a pool of retail installment contracts for and
retail loans evidenced by notes secured by, new and used medium- and heavy-duty
trucks and tractors (the "Receivables"), and certain monies due thereunder on
or after November [], 1996 (the "Cutoff Date"), such Receivables to be sold to
the Trust by the Company and to be serviced for the Trust by the Servicer. The
Class A Certificates will be issued in an aggregate principal amount of
$795,188,137.94, which is equal to 92.15% of the aggregate principal balance of
the Receivables as of the Cutoff Date. Simultaneously with
<PAGE> 2
the issuance and sale of the Class A Certificates as contemplated herein, the
Trust will also issue the []% Asset Backed Certificates, Class B (the "Class B
Certificates," and together with the Class A Certificates, the "Certificates"),
evidencing an undivided ownership interest of 7.85% in the Trust, payments in
respect of which are, to the extent specified in the Pooling and Servicing
Agreement, subordinated to the rights of the holders of the Class A
Certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement dated as of November 1, 1996, among the Company,
Mercedes-Benz Credit Corporation, as servicer (the "Servicer" or "MBCC") and in
its individual capacity, and Citibank, N.A., as trustee (the "Trustee"), Class
A Agent, Class B Agent and Payahead Agent (the "Pooling and Servicing
Agreement").

The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
of the Commission thereunder (the "Rules and Regulations"), a registration
statement, including a prospectus, relating to the Class A Certificates. Any
preliminary prospectus included in such registration statement or filed with
the Commission pursuant to Rule 424(a) of the Rules and Regulations is referred
to in this Agreement as the "Preliminary Prospectus." The registration
statement as amended at the time when it shall become effective, or, if a
post-effective amendment is filed with respect thereto, as amended by such
post-effective amendment at the time of its effectiveness, including in each
case information (if any) deemed to be part of the registration statement at
the time of effectiveness pursuant to Rule 430A under the Act, is referred to
in this Agreement as the "Registration Statement," and the prospectus in the
form used to confirm sales of Class A Certificates is referred to in this
Agreement as the "Prospectus."

The terms which follow, when used in this Agreement, shall
have the meanings indicated. "Effective Time" means (i) if the Seller has
advised the Representatives that it does not propose to amend the Registration
Statement, the date and time as of which the Registration Statement, or the
most recent post-effective amendment thereto (if any) filed prior to the
execution and deliv-

2
<PAGE> 3
ery of this Agreement, was declared effective by the Commission, or (ii) if the
Seller has advised the Representatives that it proposes to file an amendment or
post-effective amendment to the Registration Statement, the date and time as of
which the Registration Statement, as amended by such amendment or
post-effective amendment, as the case may be, is declared effective by the
Commission. "Effective Date" means the date of the Effective Time. "Rule
424" and "Rule 430A" refer to such rules under the Act. To the extent not
defined herein, capitalized terms used herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.

1. The Company represents and warrants to and agrees with
each Underwriter that:

(a) The Registration Statement on Form S-1 (no.
333-15571), including the Prospectus and such amendments thereto as may have
been required on or prior to the date hereof, relating to the Class A
Certificates, has been filed with the Commission and such Registration
Statement as amended has become effective. With respect to the Registration
Statement, the conditions to the use of a registration statement on Form S-1
under the Act, as set forth in the General Instructions to Form S-1, have been
satisfied by the Company;

(b) If the Effective Time is prior to the execution
and delivery of this Agreement, no stop order suspending the effectiveness of
the Registration Statement or any Preliminary Prospectus has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of the
Company, threatened by the Commission, and on the Effective Date of the
Registration Statement, the Registration Statement and the Preliminary
Prospectus conformed in all respects to the requirements of the Act and the
Rules and Regulations, and did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and on the Closing
Date the Registration Statement and the Prospectus will conform in all respects
to the requirements of the Act and the Rules and Regulations, and neither of
such documents will include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading. If the Effective

3
<PAGE> 4
Time is subsequent to the execution and delivery of this Agreement, on the
Effective Date, the Registration Statement and the Prospectus will conform in
all respects to the requirements of the Act and the Rules and Regulations, and
neither of such documents will include any untrue statement of a material fact
or will omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The two preceding
sentences do not apply to statements in or omissions from the Registration
Statement or Prospectus based upon written information furnished to the Company
in writing by any Underwriter through the Representatives expressly for use
therein.

(c) The computer tape with respect to the
Receivables to be sold to the Trust created as of the Cutoff Date (the
"Computer Tape"), and made available to the Representatives by the Company, was
complete and accurate in all material respects as of the date thereof;

(d) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has
been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in good
standing would not have a material adverse effect on the Company;

(e) The Class A Certificates have been duly
authorized, and, when issued and delivered pursuant to the Pooling and
Servicing Agreement, duly authenticated by the Trustee and paid for by the
Underwriters in accordance with the terms of this Agreement, will be duly and
validly issued, authenticated and delivered and entitled to the benefits
provided by the Pooling and Servicing Agreement; each of the Pooling and
Servicing Agreement, the Shortfall Amount Agreement, the Purchase Agreement and
this Agreement have been duly authorized by the Company and, when executed and
delivered by the Company and the other parties thereto (in the case of the
Pooling and Servicing Agreement, the Shortfall Amount Agreement and the
Purchase Agreement), each of the Pooling and Ser-

4
<PAGE> 5
vicing Agreement, the Shortfall Amount Agreement, the Purchase Agreement and
this Agreement will constitute a valid and binding agreement of the Company;
the Class A Certificates, the Pooling and Servicing Agreement, the Shortfall
Amount Agreement and the Purchase Agreement will conform to the descriptions
thereof in the Prospectus in all material respects;

(f) No consent, approval, authorization or order of,
or filing with, any court or governmental agency or body is required to be
obtained or made by the Company for the consummation of the transactions
contemplated by this Agreement or the Pooling and Servicing Agreement or the
Shortfall Amount Agreement or the Purchase Agreement except such as have been
obtained and made under the Act, such as may be required under state securities
laws and the filing of any financing statements required to perfect the Trust's
interest in the Receivables;

(g) The Company is not in violation of its
Certificate of Incorporation or By-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
agreement or instrument to which it is a party or by which it or its properties
is bound which would have a material adverse effect on the transactions
contemplated herein or in the Pooling and Servicing Agreement, the Shortfall
Amount Agreement or the Purchase Agreement. The execution, delivery and
performance of this Agreement, the Pooling and Servicing Agreement, the
Shortfall Amount Agreement and the Purchase Agreement and the issuance and sale
of the Class A Certificates and compliance with the terms and provisions hereof
and thereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, rule, regulation or
order of any governmental agency or body or any court having jurisdiction over
the Company or any of its properties or any agreement or instrument to which
the Company is a party or by which the Company is bound or to which any of the
properties of the Company is subject, or the Certificate of Incorporation or
By-laws of the Company; and the Company has full power and authority to
authorize and sell, and establish the Trust that will issue, the Class A
Certificates as contemplated by this Agreement and to enter into this
Agreement, the Pooling and Servicing Agreement, the Shortfall Amount

5
<PAGE> 6
Agreement and the Purchase Agreement and consummate the transactions
contemplated hereby and thereby;

(h) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened to which the Company is or may be a party
or to which any property of the Company is or may be the subject which, if
determined adversely to the Company, could individually or in the aggregate
reasonably be expected to have a material adverse effect on the general
affairs, business, prospects, management, financial position, stockholders'
equity or results of operations of the Company or that would reasonably be
expected to materially adversely affect the interests of the holders of the
Class A Certificates; and there are no contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus which
are not filed or described as required; and

(i) By assignment and delivery of each of the
Receivables to the Trust as of the Closing Date the Company will transfer all
of its right, title and interest in, to and under the Receivables to the Trust,
subject to no prior lien, mortgage, security interest, pledge, adverse claim,
charge or other encumbrance.

2. The Company agrees to sell and deliver the Class A
Certificates to the several Underwriters as hereinafter provided, and each
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees to
purchase, severally and not jointly, from the Company the respective principal
amount of Class A Certificates set forth opposite such Underwriter's name in
Schedule I hereto. The Class A Certificates are to be

6
<PAGE> 7
purchased by the Underwriters at the purchase price of []% of the aggregate
principal amount thereof plus accrued interest on the principal amount thereof
at the Pass-Through Rate (as defined in the Prospectus) calculated from (and
including) November [], 1996, to (but excluding) the Closing Date.

3. Payment for Class A Certificates shall be made to the
Company or to its order by wire transfer of same day funds at the office of
Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York
10022 at 9:00 A.M., New York City time, on November [], 1996 (the "Closing
Date"), or at such other time on the same or such other date, not later than
the fifth Business Day thereafter, as the Representatives and the Company may
agree upon in writing. As used herein, the term "Business Day" means any day
other than a day on which banks are permitted or required to be closed in New
York City.

Payment for the Class A Certificates shall be made against
delivery to the Representatives for the respective accounts of the several
Underwriters of the Class A Certificates registered in the name of Cede & Co.
as nominee of The Depository Trust Company and in such denominations, as
permitted by the Pooling and Servicing Agreement, as the Representatives shall
request in writing not later than two full Business Days prior to the Closing
Date, with any transfer taxes payable in connection with the transfer to the
Underwriters of the Class A Certificates duly paid by the Company. The
certificates for the Class A Certificates will be made available for inspection
and packaging by the Representatives at the office of Skadden, Arps, Slate,
Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022 not later than
1:00 P.M., New York City time, on the Business Day prior to the Closing Date.

4. The Company understands that the Underwriters intend (i)
to make a public offering of their respective portions of the Class A
Certificates as soon after the Registration Statement and this Agreement have
become effective as in the judgment of the Representatives is advisable and
(ii) initially to offer the Class A Certificates upon the terms set forth in
the Prospectus.

7
<PAGE> 8
5. The Company covenants and agrees with the several
Underwriters that:

(a) Prior to the termination of the offering of the
Class A Certificates, the Company will not file or cause to be filed any
amendment of the Registration Statement or supplement to the Prospectus which
shall be reasonably disapproved of promptly by the Representatives after
reasonable notice thereof. Subject to the foregoing sentence, if the
Registration Statement has become or becomes effective pursuant to Rule 430A,
or filing of the Prospectus is otherwise required under Rule 424(b), the
Company will cause the Prospectus, properly completed, and any supplement
thereto, to be filed with the Commission pursuant to the applicable paragraph
of Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Underwriters of such timely filing. The Company will
promptly advise the Underwriters (i) when the Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission pursuant to
Rule 424(b), (ii) when, prior to termination of the offering of the Class A
Certificates, any amendment to the Registration Statement shall have become
effective, (iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any additional
information, (iv) of the receipt by the Company of notification with respect to
the issuance by the Commission of any stop order suspending the effectiveness
of any Preliminary Prospectus or Prospectus or the institution or threatening
of any proceeding for that purpose and (v) of the receipt by the Company of
notification with respect to the suspension of the qualification of the Class A
Certificates for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof;

(b) The Company will deliver, at its expense, to the
Representatives, two conformed copies of the Registration Statement (as
originally filed) and each amendment thereto, in each case including exhibits,
and to each other Underwriter a conformed copy of the Registration Statement
and each amendment thereto, in each case without exhibits, and, during the
period mentioned

8
<PAGE> 9
in paragraph (e) below, to each of the Underwriters as many copies of the
Prospectus (including all amendments and supplements thereto) as the
Representatives may reasonably request. The Company will furnish or cause to
be furnished to the Representatives copies of all reports on Form SR required
by Rule 463 under the Act;

(c) The Company will if (i) during such period of
time after the first date of the public offering of the Class A Certificates as
in the opinion of counsel for the Underwriters a Prospectus relating to the
Class A Certificates is required by law to be delivered in connection with
sales by an Underwriter or dealer, (ii) any event shall occur as a result of
which it is necessary to amend or supplement the Prospectus in order to make
the statements therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or (iii) it is necessary to amend
or supplement the Prospectus to comply with the applicable law, forthwith
prepare and furnish, at the expense of the Company, to the Underwriters and to
the dealers (whose names and addresses the Representatives will furnish to the
Company) to which Class A Certificates may have been sold by the
Representatives on behalf of the Underwriters and upon request by the
Representatives to any other dealers identified by the Representatives, such
amendments or supplements to the Prospectus as may be necessary so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with the law;

(d) The Company will endeavor to qualify the Class A
Certificates for offer and sale under the securities or "Blue Sky" laws of such
jurisdictions as the Representatives shall reasonably request and will continue
such qualification in effect so long as reasonably required for distribution of
the Class A Certificates and will pay all fees and expenses (including fees and
disbursements of counsel to the Underwriters) reasonably incurred in connection
with such qualification and in connection with the determination of the
eligibility of the Class A Certificates for investment under the laws of such
jurisdictions as the Representatives may designate; provided, however, that the
Company shall not be obligated to qualify to do business in any jurisdiction

9
<PAGE> 10
in which it is not currently so qualified; and provided further that the
Company shall not be required to file a general consent to service of process
in any jurisdiction;

(e) On or before March 31, 1998, the Company will
cause the Trust to make generally available to Class A Certificateholders and
to the Representatives as soon as practicable an earnings statement covering a
period of at least twelve months beginning with the first fiscal quarter of the
Trust occurring after the Effective Date of the Registration Statement, which
shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the
Commission promulgated thereunder;

(f) For the period from the date of this Agreement
until the retirement of the Class A Certificates the Servicer will furnish to
the Representatives (x) copies of each certificate and the annual statements of
compliance delivered to the Trustee pursuant to Article III of the Pooling and
Servicing Agreement and the annual independent certified public accountant's
servicing reports furnished to the Trustee pursuant to Article III of the
Pooling and Servicing Agreement, by first-class mail as soon as practicable
after such statements and reports are furnished to the Trustee and (y) copies
of each amendment to the Pooling and Servicing Agreement, and on each
Determination Date or as soon thereafter as practicable, the Servicer shall
give notice substantially in the form of Schedule II hereto by telex or
telecopy to the Representatives of the Pool Factor as of the related Record
Date;

(g) During the period beginning on the date hereof
and continuing to and including the Business Day following the Closing Date,
the Company will not offer, sell, contract to sell or otherwise dispose of any
securities of or guaranteed by the Company which are substantially similar to
the Class A Certificates without the prior written consent of the
Representatives;

(h) The Company will register the Class A
Certificates pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") prior to May 31, 1997;

10
<PAGE> 11
(i) To the extent, if any, that the rating provided
with respect to the Class A Certificates by the rating agency or rating
agencies rating the Class A Certificates (the "Rating Agency") is conditional
upon the furnishing of documents or the taking of any other action by the
Company agreed upon on or prior to the Closing Date, the Company shall furnish
such documents and take any such other action; and

(j) So long as any of the Class A Certificates are
outstanding, the Company will furnish to the Representatives by first class
mail (i) as soon as practical after the end of the Company's fiscal year,
copies of all documents, records and financial statements required to be
distributed to Certificateholders (including Certificate Owners) or filed with
the Commission pursuant to the Exchange Act, or any order of the Commission
thereunder and (ii) from time to time, any other information concerning the
Company filed with any government or regulatory authority or national
securities exchange which is otherwise publicly available, as the
Representatives may reasonably request.

6. The Company will pay all costs and expenses incident to
the performance of its obligations under this Agreement, including, without
limiting the generality of the foregoing, all costs and expenses (i) incident
to the preparation, issuance, execution, authentication and delivery of the
Class A Certificates, (ii) incident to the preparation, printing and filing
under the Act of the Registration Statement, the Prospectus and any Preliminary
Prospectus (including in each case all exhibits, amendments and supplements
thereto), (iii) incurred in connection with the registration or qualification
and determination of eligibility for investment of the Class A Certificates
under the laws of such jurisdictions as the Underwriters may designate
(including fees and disbursements of counsel for the Underwriters with respect
thereto), (iv) related to any filing with the National Association of
Securities Dealers, Inc., (v) in connection with the printing (including word
processing and duplication costs) and delivery of this Agreement, the Pooling
and Servicing Agreement, the Shortfall Amount Agreement and any Blue Sky
Memorandum and the furnishing to Underwriters and dealers of copies of the
Registration Statement and the Prospectus as herein provided, (vi) the fees and
disbursements of the Company's counsel and

11
<PAGE> 12
accountants and that portion of the Underwriters' counsel fees (up to $35,000)
and disbursements that are chargeable to the Company, and (vii) any fees and
expenses payable to the Rating Agencies in connection with the rating of the
Class A Certificates.

7. The obligations of the several Underwriters to purchase
and pay for the Class A Certificates will be subject to the accuracy of the
representations and warranties on the part of the Company herein, to the
accuracy of the statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:

(a) At the time this Agreement is executed and
delivered by the Company and at the Closing Date, KPMG Peat Marwick shall have
furnished to the Representatives letters dated, respectively, as of the date of
this Agreement and as of the Closing Date substantially in the forms of the
drafts to which the Representatives previously agreed.

(b) If the Effective Time is not prior to the
execution and delivery of this Agreement, the Effective Time shall have
occurred not later than 10:00 p.m., New York time, on the date of this
Agreement or such later date as shall have been consented to by the
Representatives. If the Effective Time is prior to the execution and delivery
of this Agreement, the Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the Rules and Regulations and in accordance with Section 5(a) of this
Agreement; no stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or, to the knowledge of the Company, threatened by the
Commission; and all requests for additional information from the Commission
with respect to the Registration Statement shall have been complied with to the
satisfaction of the Representatives.

12
<PAGE> 13
(c) The Representatives shall have received an
officer's certificate, dated the Closing Date, signed by the Chairman of the
Board, the President, or any Vice President and by a principal financial or
accounting officer of the Company representing and warranting that, as of the
Closing Date, except to the extent that they relate expressly to another date
in which case they will be true and correct as of such date on the Closing
Date, the representations and warranties of the Company in this Agreement are
true and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date, that no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best of their knowledge, are
contemplated by the Commission.

(d) Subsequent to the execution and delivery of this
Agreement (i) there shall not have occurred any change, or any development
involving a prospective change, in or affecting particularly the business or
properties of the Trust, the Company, Daimler-Benz North America Corporation
("DBNA"), Freightliner Corporation or the Servicer which, in the judgment of
the Representatives, materially impairs the investment quality of the Class A
Certificates or makes it impractical or inadvisable to proceed with completion
of the sale of and payment for the Class A Certificates; (ii) there shall not
have occurred any downgrading in the rating of any debt securities of DBNA or
any of its direct or indirect subsidiaries by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Act), or any public announcement that any such organization has under
surveillance or review its rating of any such debt securities (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) trading generally
shall not have been suspended or materially limited on or by, as the case may
be, the New York Stock Exchange or the American Stock Exchange; (iv) trading of
any securities of or guaranteed by DBNA shall not have been suspended on any
exchange or in any over-the-counter market; (v) no general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities; and (vi) there shall not have oc-

13
<PAGE> 14
curred any outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war, if the
effect of any such event specified in this clause (vi), in the judgment of the
Representatives, makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Class A Certificates on the terms and in
the manner contemplated in the Prospectus.

(e) Morgan, Lewis & Bockius LLP, special counsel to
the Company, MBCC, the Servicer and DBNA, shall have furnished to the
Representatives their written opinion, dated the Closing Date, in form and
substance satisfactory to the Representatives, to the effect that:

(i) [The Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware with full corporate power and
authority to own its properties and conduct its business as described
in the Prospectus, and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its
business or the ownership of its property requires such qualification
except where the failure to be so qualified or in good standing would
not have a material adverse effect on the Company].

(ii) [MBCC has been duly incorporated and
is validly existing as a corporation in good standing under the laws
of the State of Delaware with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus, and, to the best of such counsel's knowledge, after due
inquiry, is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or
the ownership of its property requires such qualification except where
the failure to be so qualified or in good standing would not have a
material adverse effect on MBCC].

(iii) [DBNA has been duly incorporated and
is validly existing as a corporation in good standing under the laws
of the

14
<PAGE> 15
State of Delaware with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus,
and, to the best of such counsel's knowledge, after due inquiry, is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or the ownership of
its property requires such qualification except where the failure to
be so qualified or in good standing would not have a material adverse
effect on DBNA].

(iv) The Pooling and Servicing Agreement,
the Shortfall Amount Agreement and the Purchase Agreement have been
duly authorized, executed and delivered by, and each constitutes a
valid and binding obligation of each of the Company, MBCC and the
Servicer, enforceable against each of the Company and the Servicer in
accordance with its terms.

(v) The Servicing Guaranty Agreement has
been duly authorized, executed and delivered by, and constitutes a
valid and binding obligation of, DBNA, enforceable against DBNA in
accordance with its terms.

(vi) This Agreement has been duly
authorized, executed and delivered by each of the Company and DBNA.

(vii) [The execution, delivery and
performance of this Agreement, the Pooling and Servicing Agreement,
the Shortfall Amount Agreement, the Servicing Guaranty Agreement and
the Purchase Agreement by the Company, MBCC or DBNA, as applicable,
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of
the properties or assets of the Company, MBCC or DBNA, as applicable,
pursuant to the terms of the Certificate of Incorporation or the
By-Laws of the Company, MBCC or DBNA, as applicable, any statute,
regulation or publicly issued rule or order, or, to the best of such
counsel's

15
<PAGE> 16
knowledge, after due inquiry, any privately issued rule or order of
any governmental agency or body or any court having jurisdiction over
the Company, MBCC or DBNA, as applicable, or any of their respective
properties or any agreement or instrument known to such counsel to
which the Company, MBCC or DBNA, as applicable, is a party or by which
any of them may be bound or to which any of their properties may be
subject].

(viii) [To the best of such counsel's
knowledge, after due inquiry, no authorization, approval or consent of
any court or governmental agency or authority is required by law in
connection with the execution, delivery and performance by the
Company, MBCC, DBNA or the Servicer, as applicable, of this Agreement,
the Pooling and Servicing Agreement, the Shortfall Amount Agreement,
the Servicing Guaranty Agreement or the Purchase Agreement, except
such as may be required under the Act or the Rules and Regulations and
state securities laws, and except for such authorizations, approvals
or consents (specified in such opinion) as are in full force and
effect as of the Closing Date].

(ix) The Class A Certificates have been
duly authorized and, when executed and authenticated by the Trustee in
accordance with the Pooling and Servicing Agreement and delivered and
paid for pursuant to this Agreement, will be validly issued and
outstanding and entitled to the benefits provided by the Pooling and
Servicing Agreement.

(x) Although they do not assume any
responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus,
except for those referred to in the opinion in subsection (xviii) of
this Section 7(e), they have no reason to believe that, as of its
effective date, the Registration Statement or any further amendment
thereto made by the Company prior to the Closing Date (other than the
fi-

16
<PAGE> 17
nancial statements and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further
amendment or supplement thereto made by the Company or DBNA prior to
the Closing Date (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading or
that, as of the Closing Date, either the Registration Statement or the
Prospectus or any further amendment or supplement thereto made by the
Company or DBNA prior to the Closing Date (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion) contains an untrue statement of a material
fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; and they do not know of any amendment to
the Registration Statement required to be filed or of any contracts or
other documents of a character required to be filed as an exhibit to
the Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or
described as required;

(xi) Such counsel does not know of any
contract or other document of a character required to be filed as an
exhibit to the Registration Statement or required to be described in
the Registration Statement or the Prospectus which is not filed or
described as required.

(xii) [There are no legal or governmental
proceedings pending to which the Company is a party or of which any
property of the

17
<PAGE> 18
Company is the subject, and, to the best of such counsel's knowledge,
after due inquiry, there are no legal or governmental proceedings
pending to which MBCC or DBNA is a party or of which any property of
MBCC or DBNA is subject, and no such proceedings are known by such
counsel to be threatened or contemplated by governmental authorities
or threatened by others, in each such case, (A) that are required to
be disclosed in the Registration Statement or (B)(1) asserting the
invalidity of all or part of this Agreement, the Pooling and Servicing
Agreement, the Shortfall Amount Agreement, the Servicing Guaranty
Agreement or the Purchase Agreement, (2) seeking to prevent the
issuance of the Class A Certificates, (3) that could materially and
adversely affect the Company's, the Servicer's or DBNA's obligations
under this Agreement, the Shortfall Amount Agreement, the Purchase
Agreement, the Servicing Guaranty Agreement or the Pooling and
Servicing Agreement, as applicable, or (4) seeking to affect adversely
the federal or state income tax attributes of the Class A
Certificates].

(xiii) MBCC has full power and authority to
sell and assign the property to be sold and assigned to the Company
pursuant to the Purchase Agreement and has duly authorized such sale
and assignment to the Company by all necessary corporate action.

(xiv) The Company has full power and
authority to sell and assign the property to be sold and assigned to
and deposited with the Trustee as part of the Trust pursuant to the
Pooling and Servicing Agreement and has duly authorized such sale and
assignment to the Trustee by all necessary corporate action.

(xv) [To the best of such counsel's
knowledge, immediately prior to the transfer of Receivables by MBCC
pursuant to the Purchase Agreement, MBCC was the sole owner of all
right, title and interest in the Receivables and the other property to
be transferred by it to the Company].

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<PAGE> 19
(xvi) To the best of such counsel's
knowledge, the Receivables are "chattel paper" as defined in the UCC.

(xvii) [All filings necessary under
applicable law to perfect both the sale of the Receivables by MBCC to
the Company pursuant to the Purchase Agreement and the transfer of the
Receivables by the Company to the Trustee as Trustee of the Trust
pursuant to the Pooling and Servicing Agreement have been made and,
provided that neither MBCC nor the Company relocates its chief
executive office in a state other than Connecticut or Delaware,
respectively, and that the Trustee maintains the list of Receivables
for inspection by interested parties, and no administrative errors are
made by state or local agencies, no other filings (other than the
filing of continuation statements) need be made to maintain the
perfection of the transfer of the Receivables either to the Company
pursuant to the Purchase Agreement or to the Trustee as Trustee of the
Trust pursuant to the Pooling and Servicing Agreement].

(xviii) The statements in the Registration
Statement and the Prospectus under the headings "ERISA Considerations"
and "Certain Legal Aspects of the Receivables," to the extent they
constitute descriptions of matters of law or legal conclusions with
respect thereto, have been prepared or reviewed by such counsel and
are correct in all material respects.

(xix) The Pooling and Servicing Agreement is
not required to be qualified under the Trust Indenture Act of 1939, as
amended, and the Trust is not required to be registered as an
"investment company" under the Investment Company Act of 1940, as
amended.

(xx) The Registration Statement has become
effective under the Act and no stop order suspending the effectiveness
of the Registration Statement or any part thereof has been issued and
no proceeding for that purpose

19
<PAGE> 20
has been instituted or, to the best of such counsel's knowledge,
threatened by the Commission; the Registration Statement and the
Prospectus and any further amendments and supplements thereto made by
the Company prior to the Closing Date (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion) comply as to form in all material respects
with the requirements of the Act and the Rules and Regulations.

(xxi) The Class A Certificates, this
Agreement, the Pooling and Servicing Agreement, the Shortfall Amount
Agreement, the Servicing Guaranty Agreement and the Purchase Agreement
each conform in all material respects with the descriptions thereof
contained in the Registration Statement and the Prospectus.

Such opinion may be made subject to the
qualifications that the enforceability of the terms of the Pooling and
Servicing Agreement, the Purchase Agreement, the Shortfall Amount Agreement and
the Servicing Guaranty Agreement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights, and the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.

(f) Morgan, Lewis & Bockius LLP shall have furnished
their written opinion, dated the Closing Date, with respect to the
characterization of the transfer of the Receivables by the Servicer to the
Company and from the Company to the Trust and such opinion shall be in
substantially the form previously discussed with the Representatives and their
counsel and in any event satisfactory in form and in substance to the
Representatives and their counsel.

(g) Morgan, Lewis & Bockius LLP, special tax
counsel to the Company, shall have furnished to the Representatives their
written opinion, dated the Closing Date, in form and substance satisfactory to
the Representatives, to the effect that:

20
<PAGE> 21
(i) The Trust created by the Pooling and
Servicing Agreement will not be classified as a partnership or as an
association taxable as a corporation for federal income tax purposes
but, instead, under Subpart E, Part I of Subchapter J of the Internal
Revenue Code of 1986, as amended, the Trust will be treated as a
grantor trust and, subject to possible recharacterization of certain
fees paid by the Trust to the Company or the Servicer, each Class A
Certificate Owner will be treated for federal income tax purposes as
an owner of an undivided pro rata interest in the income (other than
the Retained Yield) and corpus attributable to the Trust.

(ii) The Trust will not be classified as a
separate entity subject to New York State income, franchise or other
taxes measured by income, profits, capital, or receipts (other than
sales, excise, or ad valorem taxes that might be imposed upon the sale
of a Financed Vehicle acquired upon default of a Receivable).

(iii) Class A Certificate Owners who would
not otherwise be subject to tax imposed by the State of New York will
not be subject to New York State income or franchise taxes with
respect to interest or other amounts (including payments under the
Shortfall Amount Agreement) which are allocable to such Class A
Certificate Owners solely as a result of such Class A Certificate
Owners' beneficial ownership of a Class A Certificate (other than a
Class A Certificate Owner's allocable share of any sales, excise, or
ad valorem taxes that might be imposed upon the sale of a Financed
Vehicle acquired upon default of a Receivable).

(iv) The statements in the Registration
Statement and Prospectus under the headings "Certain Federal Income
Tax Consequences," to the extent that they constitute descriptions of
matters of law or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and are correct in all material
respects.

21
<PAGE> 22
(h) Mayer, Brown & Platt, special Illinois tax
counsel to the Company shall have furnished to the Representatives their
written opinion, dated the Closing Date, in form and substance satisfactory to
the Representatives, to the effect that:

(i) The Trust will not be subject to tax
under the Illinois Income Tax Act (the "IITA") or the Illinois
Franchise Tax and the Trust will not be subject to other Illinois
taxes measured by income, capital, profits or receipts (other than
sales, excise, or ad valorem taxes that might be imposed upon the sale
of a vehicle acquired upon default of a Receivable).

(ii) Class A Certificate Owners who would
not otherwise be subject to tax under the IITA or the Illinois
Franchise Tax will not be subject to Illinois income or franchise
taxes with respect to interest or other amounts (including payments
under the Shortfall Amount Agreement) attributable solely to the
beneficial ownership of a Class A Certificate (other than such Class A
Certificate Owner's share of sales, excise, or ad valorem taxes that
might be imposed upon the sale of a vehicle acquired upon default of a
Receivable).

(i) Day, Berry & Howard, special Connecticut tax
counsel to the Company, shall have furnished to the Representatives their
written opinion, dated the Closing Date, in form and substance satisfactory to
the Representatives, to the effect that:

(i) For Connecticut income and franchise
tax purposes, the Trust will not be classified as a separate entity
subject to Connecticut income, franchise or other taxes measured by
income, profits, capital, or receipts (other than sales, excise, or ad
valorem taxes that might be imposed upon the sale of a vehicle
acquired upon default of a Receivable).

(ii) Class A Certificate Owners who would
not otherwise be subject to tax in Connecticut will not be subject to
Connecticut

22
<PAGE> 23
income or franchise taxes with respect to interest or other amounts
(including payments under the Shortfall Amount Agreement) attributable
solely to the beneficial ownership of a Class A Certificate (other
than such Class A Certificate Owner's share of sales, excise, or ad
valorem taxes that might be imposed upon the sale of a vehicle
acquired upon default of a Receivable).

(j) Robert Merck, Esq., General Counsel of MBCC,
shall have furnished to the Representatives their written opinion, dated the
Closing Date, in form and substance satisfactory to the Representatives, to the
effect that:

(i) MBCC has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware with full corporate power and authority to own
its properties and conduct its business as described in the
Prospectus, and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or
the ownership of its property requires such qualification except where
the failure to be so qualified or in good standing would not have a
material adverse effect on the Company.

(ii) The execution, delivery and
performance of the Pooling and Servicing Agreement, the Shortfall
Amount Agreement and the Purchase Agreement by MBCC will not conflict
with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any of the properties or assets
of MBCC pursuant to the terms of the Certificate of Incorporation or
the By-Laws of MBCC, any statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over MBCC
or any of its properties or any agreement or instrument to which MBCC
is a party or by which MBCC or any of its properties is bound.

23
<PAGE> 24
(iii) No authorization, approval or consent
of any court or governmental agency or authority is necessary in
connection with the execution, delivery and performance by MBCC of the
Pooling and Servicing Agreement, the Shortfall Amount Agreement or the
Purchase Agreement, except such as may be required under the Act or
the Rules and Regulations and state securities laws, and except for
such authorizations, approvals or consents (specified in such opinion)
as are in full force and effect as of the latest Effective Date and
the Closing Date.

(iv) There are no legal or governmental
proceedings pending to which MBCC is a party or of which any property
of MBCC is the subject, and no such proceedings are known by such
counsel to be threatened or contemplated by governmental authorities
or threatened by others, (A) that are required to be disclosed in the
Registration Statement or (B)(1) asserting the invalidity of all or
part of the Pooling and Servicing Agreement, the Shortfall Amount
Agreement or the Purchase Agreement, (2) seeking to prevent the
issuance of the Class A Certificates, (3) that could materially and
adversely affect MBCC's obligations under the Purchase Agreement, the
Shortfall Amount Agreement or the Pooling and Servicing Agreement, or
(4) seeking to affect adversely the federal or state income tax
attributes of the Class A Certificates.

(v) Such counsel is familiar with MBCC's
standard operating procedures relating to MBCC's acquisition of a
perfected first priority security interest in the vehicles financed by
MBCC pursuant to retail installment sale contracts in the ordinary
course of MBCC's business. Assuming that MBCC's standard procedures
have been followed with respect to the perfection of security
interests in the Financed Vehicles (and such counsel has no reason to
believe that MBCC has not followed its standard procedures in
connection with the perfection of security interest in the Financed
Vehicles), MBCC has acquired or will acquire a

24
<PAGE> 25
perfected first priority security interest in each of the Financed
Vehicles.

(vi) Immediately prior to the transfer of
Receivables by MBCC pursuant to the Purchase Agreement, MBCC was the
sole owner of all right, title and interest in the Receivables and the
other property to be transferred by it to the Company.

(vii) The Receivables are "chattel paper"
as defined in the UCC.

(k) The Representatives shall have received an
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated the Closing Date,
with respect to the validity of the Class A Certificates and such other related
matters as the Representatives shall require and the Company shall have
furnished or caused to be furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.

(l) The Representatives shall have received an
opinion addressed to the Underwriters, the Company and the Servicer of Stephen
Dietz, Associate General Counsel of Citibank, N.A., dated the Closing Date and
satisfactory in form and substance to the Representatives and their counsel, to
the effect that:

(i) Citibank, N.A. ("Citibank") is a
national banking association duly organized and validly existing under
the laws of the United States.

(ii) Citibank has the power and authority
to enter into and perform the Pooling and Servicing Agreement. The
execution, delivery and performance of the Pooling and Servicing
Agreement has been duly authorized by all requisite action, and the
Pooling and Servicing Agreement has been duly executed and delivered
by Citibank.

(iii) No consent, approval, authorization,
order of or filing with any court, governmental agency or body
(including without limitation, any banking regulatory agency or

25
<PAGE> 26
body or arbitrator having jurisdiction over Citibank) is required in
connection with the execution and delivery by Citibank of the Pooling
and Servicing Agreement and the performance by Citibank of the
transactions thereunder.

(iv) The Pooling and Servicing Agreement,
assuming due authorization, execution and delivery thereof by the
Company and the Servicer, constitutes a valid and legally binding
agreement of Citibank and is enforceable against Citibank in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws relating
to or affecting the enforcement of creditors' rights generally and the
rights of creditors of banks in particular and by general principles
of equity.

(v) The Class A Certificates have been
duly executed, authenticated and delivered by the Trustee.

(vi) If Citibank were acting as Servicer
under the Pooling and Servicing Agreement as of the date of this
Agreement, Citibank would have the corporate power and authority to
perform the obligations of the Servicer as provided in the Pooling and
Servicing Agreement.

(m) The Representatives shall have received a letter
or letters from each counsel delivering any written opinion to any Rating
Agency in connection with the transaction described herein which is not
otherwise described in this Agreement allowing the Underwriters to rely on such
opinion as if it were addressed to the Underwriters.

(n) The Representatives shall have received an
officer's certificate dated the Closing Date of the Chairman of the Board, the
President or any Vice President and by a principal financial or accounting
officer of each of the Company and the Servicer in which each such officer
shall state that, the representations and warranties of the Company or the
Servicer, as applicable, contained in the Pooling and Servicing Agreement

26
<PAGE> 27
and the representations and warranties of MBCC or the Company, as applicable,
contained in the Purchase Agreement are true and correct in all material
respects and that the Company or the Servicer, as applicable, has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date in all material
respects.

(o) The Class A Certificates shall have been rated
"Aaa" by Moody's Investors Service, Inc. and "AAA" by Standard & Poor's Ratings
Services, a Division of The McGraw-Hill Companies, Inc.

(p) On the Closing Date, the representations and
warranties of the Company in the Pooling and Servicing Agreement will be true
and correct.

(q) Any taxes, fees and other governmental charges
which are due and payable in connection with the execution, delivery and
performance of this Agreement, the Pooling and Servicing Agreement, the
Shortfall Amount Agreement and the Class A Certificates shall have been paid by
the Company at or prior to the Closing Date.

8. (a) The Company and DBNA, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the Registration Statement or the Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
neither the Company nor DBNA shall be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged

27
<PAGE> 28
omission made in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through Goldman, Sachs & Co. expressly for use therein.

(b) Each Underwriter will indemnify and hold
harmless the Company and DBNA against any losses, claims, damages or
liabilities to which the Company or DBNA may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Company and DBNA for any
legal or other expenses reasonably incurred by the Company and DBNA in
connection with investigating or defending any such action or claim as such
expenses are incurred.

(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party under such subsection, notify such indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall

28
<PAGE> 29
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified
party.

(d) If the indemnification provided for in this
Section 8 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company and DBNA
on the one hand and the Underwriters on the other from the offering of the
Securities. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company and DBNA on the one hand and the
Underwriters on the other in connection with

29
<PAGE> 30
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and
DBNA on the one hand and the Underwriters on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and DBNA bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or DBNA on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company, DBNA and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

30
<PAGE> 31
(e) The obligations of the Company and DBNA under
this Section 8 shall be in addition to any liability which the Company or DBNA
may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls any Underwriter within the meaning of the
Act; and the obligations of the Underwriters under this Section 8 shall be in
addition to any liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company or DBNA and to each person, if any, who controls the
Company or DBNA within the meaning of the Act.

The indemnity and contribution agreements contained in this
Section 8 are in addition to any liability which the indemnifying persons may
otherwise have to the indemnified persons referred to above.

The indemnity and contribution agreements contained in this
Section 8 and the representations and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Company or DBNA, or any of their officers or directors or any
other person controlling the Company or DBNA and (iii) acceptance of and
payment for any of the Class A Certificates.

9. This Agreement shall become effective upon the later of
(x) execution and delivery hereof by the parties hereto and (y) release of
notification of the effectiveness of the Registration Statement (or, if
applicable, any post-effective amendment) by the Commission.

(a) If any Underwriter shall default in its
obligation to purchase the Class A Certificates which it has agreed to purchase
hereunder, the non-defaulting Underwriters may in their discretion arrange for
themselves as they may agree or another party or other parties to purchase such
Class A Certificates on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Underwriters do not arrange for the
purchase of such Class A Certificates, then the Company shall be entitled to a
further period of

31
<PAGE> 32
thirty-six hours within which to procure another party or other parties
satisfactory to the Underwriters to purchase such Class A Certificates on such
terms. In the event that, within the respective periods, the Underwriters
notify the Company that the Underwriters have so arranged for the purchase of
such Class A Certificates or the Company notifies the Underwriters that it has
so arranged for the purchase of such Certificates, the Underwriters or the
Company shall have the right to postpone the Closing Date for a period of not
more than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company and DBNA agree to file promptly any
amendments to the Registration Statement or the Prospectus which in the opinion
of the Underwriters may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to this
Agreement with respect to such Class A Certificates.

(b) If, after giving effect to any arrangements
for the purchase of the Class A Certificates of a defaulting Underwriter by the
non-defaulting Underwriters and the Company as provided in subsection (a)
above, the aggregate principal amount of such Class A Certificates which
remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Class A Certificates, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal amount of
Class A Certificates which such Underwriter agreed to purchase hereunder and,
in addition, to require each non-defaulting Underwriter to purchase a pro rata
portion of the Class A Certificates of the defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve the defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for
the purchase of the Class A Certificates of a defaulting Underwriter by the
non-defaulting Underwriters and the Company as provided in subsection (a)
above, the aggregate principal amount of Class A Certificates which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Class A Certif-

32
<PAGE> 33
icates, or if the Company shall not exercise the right described in subsection
(b) above to require each non-defaulting Underwriter to purchase Certificates
of the defaulting Underwriter, then this Agreement shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter, the Company or
DBNA, except for the expenses to be borne by the Company, DBNA and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve the defaulting
Underwriter from liability for its default.

10. If this Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or refusal on the part of
the Company to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement or any condition of the Underwriters'
obligations cannot be fulfilled, the Company agrees to reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and expenses of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or the offering contemplated hereunder.

11. Any action by the Underwriters hereunder may be taken by
the Representatives alone on behalf of the Underwriters, and any such action
taken by the Representatives alone shall be binding upon the Underwriters. All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed, delivered by hand or transmitted by
any standard form of telecommunication. Notices to the Underwriters shall be
given to the Representatives, Goldman, Sachs & Co., 85 Broad Street, New York,
New York 10004, Attention: Registration Department. Notices to the Company
shall be given to it at 1201 North Market Street, Suite 1406, Wilmington,
Delaware 19801 (Facsimile No.: 302-426-6520), Attention: President. Notices
to DBNA shall be given to it at 375 Park Avenue, New York, New York 10152
(Facsimile No.: 212-308-4252), Attention: Treasurer.

12. This Agreement shall inure to the benefit of and be
binding upon the Company, DBNA, the Underwrit-

33
<PAGE> 34
ers, any controlling persons referred to herein and their respective successors
and assigns. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. No purchaser of Class A Certificates from any
Underwriter shall be deemed to be a successor by reason merely of such
purchase.

13. Time shall be of the essence in this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF.

15. This Agreement may be signed in counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.

34
<PAGE> 35
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement among the Company, DBNA and the
Underwriters in accordance with its terms.

Very truly yours,

DAIMLER-BENZ VEHICLE
RECEIVABLES CORPORATION

By:
----------------------
Name:
Title:

DAIMLER-BENZ NORTH AMERICA
CORPORATION

By:
----------------------
Name:
Title:

The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first above written.

GOLDMAN, SACHS & CO.,
As Representatives of the
Underwriters

- ------------------------
(Goldman, Sachs & Co.)

35
<PAGE> 36
SCHEDULE I

UNDERWRITERS

<TABLE>
<CAPTION>
Principal Amount
----------------
<S> <C>

Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . $
Citicorp Securities, Inc. . . . . . . . . . . . . . . . . . . $
CS First Boston Corporation . . . . . . . . . . . . . . . . . $
Deutsche Morgan Grenfell/C.J. Lawrence
Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . $
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . $
J.P. Morgan Securities Inc. . . . . . . . . . . . . . . . . . $
UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . $
-------------
$795,188,137.94
==============
</TABLE>

A-1
<PAGE> 37
SCHEDULE II

FORM OF SERVICER'S CERTIFICATE

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004,

Attention:

Re: Pooling and Servicing Agreement dated as of November
1, 1996 (the "Pooling and Servicing Agreement")
between Daimler-Benz Vehicle Receivables Corporation,
as seller, Mercedes-Benz Credit Corporation, in its
individual capacity and as servicer, and Citibank,
N.A., as trustee, payahead agent, class A agent and
class B agent

Determination Date to which this Certificate relates:

___________, 19__

For Monthly Period ending on _________, 19__

1. The undersigned Servicing Officer does hereby
certify that the Pool Factor is __________.

2. Capitalized terms used in this Certificate shall
have the same meanings as in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, I have hereunto set my hand as
of the above-referenced Determination Date.

MERCEDES-BENZ CREDIT
CORPORATION, as Servicer

By:
------------------------------------------
Servicing Officer

A-2

<PAGE> 1
EXHIBIT 4.1

================================================================================

DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION

Seller

MERCEDES-BENZ CREDIT CORPORATION

Servicer and in its individual capacity

and

CITIBANK, N.A.

Trustee, Payahead Agent,
Class A Agent and Class B Agent

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

POOLING AND SERVICING AGREEMENT

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

Dated as of November 1, 1996

Daimler-Benz Vehicle Trust 1996-A

____% Asset Backed Certificates, Class A

____% Asset Backed Certificates, Class B

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Usage of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 1.3. Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 1.4. References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 1.5. Section References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 1.6. Action by or Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE II

The Trust and Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 2.1. Creation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.2. Conveyance of Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.3. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.4. Representations and Warranties of the Seller as to the Receivables . . . . . . . . . . . . . 28
SECTION 2.5. Repurchase upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 2.6. Custody of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.7. Duties of Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.8. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 2.9. Custodian's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 2.10. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE III

Administration and Servicing of the Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 3.1. Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 3.2. Collection of Receivable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 3.3. Realization upon Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 3.4. Maintenance of Security Interests in Financed Vehicles . . . . . . . . . . . . . . . . . . . 44
SECTION 3.5. Covenants of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 3.6. Purchase by Servicer upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 3.7. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 3.8. Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 3.9. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 3.10. Annual Independent Certified Public Accountants' Reports . . . . . . . . . . . . . . . . . . 47
SECTION 3.11. Access to Certain Documentation and Information Regarding Receivables . . . . . . . . . . . 47
SECTION 3.12. Reports to the Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
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ARTICLE IV

Distributions; Reserve Funds; Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 4.1. Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 4.2. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 4.3. Application of Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.4. Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.5. Additional Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.6. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 4.7. Subordination; Reserve Funds; Priority of Distributions . . . . . . . . . . . . . . . . . . 58
SECTION 4.8. Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 4.9. Statements to Class A Certificateholders and Class B Certificateholders . . . . . . . . . . 66
SECTION 4.10. Delivery of Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE V

Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE VI

The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 6.1. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.2. Authentication of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.3. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . 72
SECTION 6.4. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . 75
SECTION 6.5. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 6.6. Access to List of Certificate-holders' Names and Addresses . . . . . . . . . . . . . . . . . 76
SECTION 6.7. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 6.8. Book Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 6.9. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 6.10. Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE VII

The Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

SECTION 7.1. Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 7.2. Liability of Seller; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.3. Merger or Consolidation of, or Assumption of the Obligations of, Seller . . . . . . . . . . 83
SECTION 7.4. Limitation on Liability of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 7.5. Seller May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 7.6. Limitation on Incurrence of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 84
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ARTICLE VIII

The Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

SECTION 8.1. Representations and Warranties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 8.2. Liability of Servicer; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of, Servicer . . . . . . . . . 88
SECTION 8.4. Limitation on Liability of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 8.5. Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 8.6. Servicer May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

ARTICLE IX

Servicing Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

SECTION 9.1. Events of Servicing Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 9.2. Trustee to Act; Appointment of Successor Servicer . . . . . . . . . . . . . . . . . . . . . 93
SECTION 9.3. Effect of Servicing Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 9.4. Notification to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 9.5. Waiver of Past Events of Servicing Termination . . . . . . . . . . . . . . . . . . . . . . . 95

ARTICLE X

The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

SECTION 10.1. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 10.2. Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 10.3. Trustee's Assignment of Purchased Receivables . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 10.4. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 10.5. Trustee Not Liable for Certificates or Receivables . . . . . . . . . . . . . . . . . . . . . 101
SECTION 10.6. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 10.7. Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 10.8. Indemnity of Class A Agent, Class B Agent and Payahead Agent . . . . . . . . . . . . . . . . 103
SECTION 10.9. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 10.10. Resignation or Removal of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 10.11. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 10.12. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 10.13. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . 106
SECTION 10.14. Representations and Warranties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 108
SECTION 10.15. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
SECTION 10.16. Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
SECTION 10.17. Trustee May Enforce Claims Without Possession of Certificates . . . . . . . . . . . . . . . 109
SECTION 10.18. Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
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SECTION 10.19. Rights of Certificateholders to Direct Trustee . . . . . . . . . . . . . . . . . . . . . . . . 110

ARTICLE XI

Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

SECTION 11.1. Termination of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
SECTION 11.2. Optional Purchase of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

ARTICLE XII

Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

SECTION 12.1. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
SECTION 12.2. Protection of Title to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
SECTION 12.3. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . 119
SECTION 12.4. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
SECTION 12.5. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
SECTION 12.6. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
SECTION 12.7. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
SECTION 12.8. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . 121
SECTION 12.9. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
SECTION 12.10. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
SECTION 12.11. Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
SECTION 12.12. Actions by Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
SECTION 12.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
SECTION 12.14. Agent for Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
SECTION 12.15. No Bankruptcy Petition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

SCHEDULES

Schedule I - Schedule Of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Schedule II - Location Of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

EXHIBITS

Exhibit A - Form of Class A Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Form of Class B Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Form of Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Form of Depository Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
Exhibit E - Form of Shortfall Amount Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
Exhibit F - Form of Servicing Guaranty Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Exhibit G-1 - Form of Transfer Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1-1
Exhibit G-2 - Form of Purchaser's Letter for Qualified Institutional Buyers Under Rule 144A. . . . . . . . G-2-1
Exhibit G-3 - Form of Purchaser's Letter for Institutional Accredited Investors. . . . . . . . . . . . . . G-3-1
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Exhibit G-4 - Form of Purchaser's Letter for Non-U.S. Persons Under Regulation S . . . . . . . . . . . . . G-4-1
Exhibit G-5 - Form of Legend for Class B Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . G-5-1
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POOLING AND SERVICING AGREEMENT dated as of November 1, 1996
(the "Agreement"), among DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION, a
Delaware corporation, as Seller, MERCEDES-BENZ CREDIT CORPORATION, a Delaware
corporation, as Servicer and in its individual capacity, and CITIBANK, N.A., a
national banking association, as trustee hereunder (the "Trustee"), as payahead
agent with respect to the Payahead Account (the "Payahead Agent"), as
collateral agent with respect to the Class A Reserve Fund (the "Class A Agent")
and as collateral agent with respect to the Class B Reserve Fund (the "Class B
Agent").

In consideration of the premises and of the mutual agreements
herein contained, and other good and valuable consideration, the receipt of
which is acknowledged, the parties hereto, intending to be legally bound, agree
as follows:

ARTICLE I

Definitions

SECTION 1.1. Definitions. Whenever used in this Agreement,
the following words and phrases, unless the context otherwise requires,
whenever capitalized shall have the following meanings:

"Accounts" means collectively the Collection Account, the
Certificate Account, the Reserve Funds and the Payahead Account.

"Accredited Investor" means an "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3), or (7) under the Act.

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

"Actuarial Method" means generally the method of allocating a
fixed level payment between principal and interest, pursuant to which the
portion of such payment that is allocated to interest is the product of
one-twelfth of the APR on the Receivable multiplied by the scheduled principal
balance; provided, however, that with respect to certain Receivables "Actuarial
Method" shall
<PAGE> 8
include one or more series of monthly payments which are larger or smaller than
the initial monthly payment rather than a fixed level payment for the duration
of such Receivable.

"Advance" means the amount, as of the last day of a Collection
Period, which is required to be advanced by the Servicer with respect to a
Receivable pursuant to Section 4.4(a) hereof. When used as a verb, "Advance"
shall have a correlative meaning.

"Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with such specified Person. For 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.

"Amount Financed" in respect of a Receivable means the amount
originally advanced under such Receivable toward the purchase price of the
related Financed Vehicle(s) and related costs.

"APR" of a Receivable means "the annual percentage rate" of
interest stated on such Receivable.

"Authorized Officer" means any officer within the Corporate
Trust Office of the Trustee, the Payahead Agent, the Class A Agent or the Class
B Agent, as the case may be, including any vice president, assistant vice
president, senior trust officer, trust officer, secretary, assistant secretary
or any other officer of the Trustee, the Payahead Agent, the Class A Agent or
the Class B Agent, as the case may be, customarily performing functions similar
to those performed by any of the above designated officers 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 the
particular subject.

"Available Interest" means, for any Distribution Date, the sum
of the following amounts with respect to the preceding Collection Period: (i)
that portion of

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<PAGE> 9
all collections on Receivables (including amounts withdrawn from Payahead
Balances pursuant to Section 4.4(a) but excluding amounts added to Payahead
Balances) allocable to interest due on such Receivables during such Collection
Period; (ii) all Liquidation Proceeds to the extent allocable to interest due
thereon and any Recoveries; (iii) all Advances made by the Servicer of interest
due on Receivables; (iv) the Purchase Amount of each Receivable that became a
Purchased Receivable under an obligation that arose during the related
Collection Period to the extent allocable to accrued interest thereon; and (v)
the portion of the Shortfall Amounts, if any, allocable to interest received by
the Trustee; provided, however, that in calculating the Available Interest the
following will be excluded: (i) amounts received on Receivables (including
Purchase Amounts) to the extent that unreimbursed Advances of interest had
previously been made by the Servicer; (ii) Recoveries with respect to a
particular Receivable to the extent of any unreimbursed Advances; (iii)
Liquidation Proceeds with respect to a particular Receivable to the extent of
any unreimbursed Advances of interest; and (iv) the Excess Amounts, if any,
paid by Obligors during such Collection Period with respect to Prepaid
Receivables.

"Available Principal" means, for any Distribution Date, the
sum of the following amounts with respect to the preceding Collection Period:
(i) that portion of all collections on Receivables (including amounts withdrawn
from Payahead Balances pursuant to Section 4.4(a) but excluding amounts added
to Payahead Balances) allocable to principal; (ii) all Liquidation Proceeds
allocable to principal; (iii) all Advances made by the Servicer of principal
due on Receivables; (iv) to the extent allocable to principal, the Purchase
Amount of each Receivable that became a Purchased Receivable under an
obligation that arose during such Collection Period; and (v) the portion of the
Shortfall Amounts, if any, allocable to principal received by the Trustee;
provided, however, that in calculating the Available Principal the following
will be excluded: (i) amounts received on Receivables (including Purchase
Amounts) to the extent that unreimbursed Advances of principal had previously
been made by the Servicer; (ii) Liquidation Proceeds with respect to a
particular Receivable to the extent of any unreimbursed Advances of principal;
and (iii) the Excess

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<PAGE> 10
Amounts, if any, paid by Obligors during such Collection Period with respect to
Prepaid Receivables.

"Balloon Payment" means a payment that becomes due on the
maturity date of a Balloon Receivable, which is sufficient to pay accrued
interest plus the remaining Amount Financed of such Receivable.

"Balloon Receivable" means a Receivable that provides for (i)
fixed monthly payments prior to the maturity date for such Receivable that
amortize a portion of the Amount Financed of such Receivable, and (ii) a
Balloon Payment on the maturity date of such Receivable.

"Book Entry Certificates" means beneficial interests in the
Class A Certificates or Class B Certificates as described in Section 6.8, the
ownership of which shall be evidenced, and transfers of which shall be made,
through book entries by a Clearing Agency as described in Section 6.8.

"Business Day" means any day other than a Saturday, a Sunday,
or a day on which banking institutions or trust companies in New York, New York
shall be authorized or obligated by law, executive order, or governmental
decree to remain closed.

"Certificate" means any Class A Certificate or Class B
Certificate.

"Certificate Account" means the account or accounts
established and maintained as such pursuant to Section 4.1.

"Certificate Owner" means, with respect to a Book Entry
Certificate, the Person who is the owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules, regulations and procedures of such
Clearing Agency) and with respect to a Definitive Certificate, the
Certificateholder.

"Certificate Register" means the register maintained by the
Certificate Registrar for the registra-

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tion of Certificates and of transfers and exchanges of Certificates as provided
in Section 6.3.

"Certificate Registrar" means the Trustee or any successor
pursuant to Section 6.3.

"Certificateholder" or "Holder" means the Person in whose name
a Certificate shall be registered in the Certificate Register as well as the
Seller as holder of the Retained Yield, except that, solely for the purpose of
giving any consent, request, demand, vote or waiver pursuant to this Agreement,
the interest evidenced by any Certificate or interest in the Retained Yield
registered in the name of the Seller, the Servicer, or any Person actually
known to an Authorized Officer of the Trustee to be an Affiliate of the Seller
or the Servicer, shall not be taken into account in determining whether the
requisite percentage necessary to effect any such consent, request, demand,
vote or waiver shall have been obtained.

"Class" means either the Class A Certificates or the Class B
Certificates.

"Class A Agent" has the meaning specified in Section 4.7.

"Class A Certificate" means a certificate executed by the
Trustee on behalf of the Trust and authenticated by the Trustee, substantially
in the form of Exhibit A hereto.

"Class A Certificateholder" or "Class A Holder" means the
Person in whose name a Class A Certificate shall be registered in the
Certificate Register, except that, solely for the purpose of giving any
consent, request, demand or waiver pursuant to this Agreement, the interest
evidenced by any Class A Certificate registered in the name of the Seller, the
Servicer, or any Person actually known to an Authorized Officer of the Trustee
to be an Affiliate of the Seller or the Servicer, shall not be taken into
account in determining whether the requisite percentage necessary to effect any
such consent, request, demand or waiver shall have been obtained.

"Class A Certificate Owner" means, with respect to a Book
Entry Certificate representing a beneficial

5
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interest in the Class A Certificates, the Person who is the owner of such Book
Entry Certificate, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly or
as an indirect participant in accordance with the rules, regulations and
procedures of such Clearing Agency) and, with respect to a Definitive
Certificate, the Class A Certificateholder.

"Class A Distributable Amount" means, with respect to any
Distribution Date, the sum of Class A Principal and Class A Interest for such
Distribution Date and the Class A Interest Carryover Shortfall and Class A
Principal Carryover Shortfall as of the close of business on the preceding
Distribution Date.

"Class A Interest" means, with respect to any Distribution
Date, an amount equal to thirty (30) days of interest at the Pass-Through Rate
on the Class A Principal Balance on the first day of the related Collection
Period (reduced by the amount of principal distributions to be made on the
Distribution Date in such Collection Period).

"Class A Interest Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess, if any, of (x) the Class A
Interest for such Distribution Date plus any outstanding Class A Interest
Carryover Shortfall from the preceding Distribution Date over (y) the amount of
interest that the Class A Certificateholders actually received on such current
Distribution Date (plus thirty (30) days' interest on the amount of such
excess, to the extent permitted by law, at the Pass-Through Rate).

"Class A Percentage" means 92.15%.

"Class A Pool Factor" means, as of a Distribution Date, a
seven-digit decimal figure equal to the Class A Principal Balance as of the
close of business on such Distribution Date divided by the Original Class A
Principal Balance.

"Class A Principal" means, with respect to any Distribution
Date, the sum of the Class A Percentage of: (i) the principal portion of all
Scheduled Payments due on the Receivables during the preceding Collection Peri-

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<PAGE> 13
od; (ii) the Principal Balance of each Receivable that became a Prepaid
Receivable during the preceding Collection Period (without duplication of
amounts included in clause (i) above or clause (iv) below); (iii) the Principal
Balance of each Receivable that became a Purchased Receivable under an
obligation that arose during the preceding Collection Period (without
duplication of amounts referred to in clause (i)); and (iv) the Principal
Balance of each Receivable which became a Defaulted Receivable during the
preceding Collection Period (without duplication of amounts referred to in
clause (i) or (ii) above). In addition, on the Final Scheduled Distribution
Date, "Class A Principal" will include the lesser of (x) the Class A Percentage
of any payments of principal due and remaining unpaid on each Receivable in the
Trust as of the Final Scheduled Maturity Date (except to the extent previously
Advanced) and (y) the portion of such amount that is necessary (after giving
effect to the other amounts to be distributed to the Class A Certificateholders
on such Distribution Date and allocable to principal) to reduce the Class A
Principal Balance to zero.

"Class A Principal Balance" means, initially, the Original
Class A Principal Balance and, thereafter, the Original Class A Principal
Balance, reduced by all amounts distributed to the Class A Certificateholders
and allocable to principal.

"Class A Principal Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess of (x) the Class A Principal
plus any outstanding Class A Principal Carryover Shortfall from the preceding
Distribution Date over (y) the amount of principal that the Holders of the
Class A Certificates actually received on such current Distribution Date.

"Class A Reserve Fund" means the Class A Reserve Fund,
established and maintained as such pursuant to Section 4.7, for the benefit of
the Class A Certificates.

"Class A Reserve Fund Property" has the meaning specified in
Section 4.7(a).

"Class A Reserve Initial Deposit" means, with respect to the
Closing Date, $25,887,839.54.

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<PAGE> 14
"Class B Agent" has the meaning specified in Section 4.7.

"Class B Certificate" means a certificate executed by the
Trustee on behalf of the Trust and authenticated by the Trustee, substantially
in the form of Exhibit B hereto.

"Class B Certificateholder" or "Class B Holder" means the
Person in whose name a Class B Certificate shall be registered in the
Certificate Register, except that, solely for the purpose of giving any
consent, request, demand or waiver pursuant to this Agreement, the interest
evidenced by any Class B Certificate registered in the name of the Seller, the
Servicer, or any Person actually known to an Authorized Officer of the Trustee
to be an Affiliate of the Seller or the Servicer, shall not be taken into
account in determining whether the requisite percentage necessary to effect any
such consent, request, demand or waiver shall have been obtained.

"Class B Certificate Owner" means, with respect to a Book
Entry Certificate representing a beneficial interest in the Class B
Certificates, the Person who is the owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant in accordance with the rules, regulations and procedures of such
Clearing Agency) and, with respect to a Definitive Certificate, the Class B
Certificateholder.

"Class B Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class B Principal, Class B Interest, Class B
Interest Carryover Shortfall, and Class B Principal Carryover Shortfall.

"Class B Interest" means, with respect to any Distribution
Date, thirty (30) days of interest at the Pass-Through Rate on the Class B
Principal Balance on the first day of the related Collection Period (reduced by
the amount of principal distributions to be made on the Distribution Date in
such Collection Period).

"Class B Interest Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess, if any, of (x) the Class B
Interest for such Dis-

8
<PAGE> 15
tribution Date plus any outstanding Class B Interest Carryover Shortfall from
the preceding Distribution Date over (y) the amount of interest that the Class
B Certificateholders actually received on such current Distribution Date (plus
thirty (30) days' interest on the amount of such excess, to the extent
permitted by law, at the Pass-Through Rate).

"Class B Percentage" means 7.85%.

"Class B Pool Factor" means, as of a Distribution Date, a
seven-digit decimal figure equal to the Class B Principal Balance as of the
close of business on such Distribution Date divided by the Original Class B
Principal Balance.

"Class B Principal" means, with respect to any Distribution
Date, the sum of the Class B Percentage of: (i) the principal portion of all
Scheduled Payments due on the Receivables during the preceding Collection
Period; (ii) the Principal Balance of each Receivable that became a Prepaid
Receivable during the preceding Collection Period (without duplication of
amounts included in clause (i) above or clause (iv) below); (iii) the Principal
Balance of each Receivable that became a Purchased Receivable under an
obligation that arose during the preceding Collection Period (without
duplication of amounts included in clause (i)); and (iv) the Principal Balance
of each Receivable that became a Defaulted Receivable during the preceding
Collection Period (without duplication of amounts referred to in clause (i) or
(ii) above). In addition, on the Final Scheduled Distribution Date the "Class
B Principal" will include the lesser of (x) the Class B Percentage of any
payments of principal due and remaining unpaid on each Receivable in the Trust
as of the Final Scheduled Maturity Date (except to the extent previously
Advanced) and (y) the portion of such amount that is necessary (after giving
effect to the other amounts to be distributed to the Class B Certificateholder
on such Distribution Date and allocable to principal) to reduce the Class B
Principal Balance to zero, and, in the case of clauses (x) and (y) above,
remaining after any required distribution of the amount described in clause (x)
or (y) of the definition of "Class A Principal".

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<PAGE> 16
"Class B Principal Balance" means, initially, the Original
Class B Principal Balance and, thereafter, the Original Class B Principal
Balance, reduced by all amounts distributed to the Class B Certificateholders
and allocable to principal.

"Class B Principal Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess of (x) the Class B Principal
plus any outstanding Class B Principal Carryover Shortfall from the preceding
Distribution Date over (y) the amount of principal that the Holder of the Class
B Certificate actually received on such current Distribution Date.

"Class B Reserve Fund" means the Class B Reserve Fund,
established and maintained as such pursuant to Section 4.7, for the benefit of
the Class B Certificateholders.

"Class B Reserve Fund Property" has the meaning specified in
Section 4.7(a).

"Class B Reserve Initial Deposit" means, with respect to the
Closing Date, $0, which amount may be increased upon sale of the Class B
Certificates and on the receipt of an Opinion of Counsel to the effect that
such increase would not adversely effect the status of the Trust as a grantor
trust for federal income tax purposes.

"Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The initial Clearing Agency shall be The Depository Trust
Company.

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

"Closing Date" means the date of the initial issuance of the
Certificates hereunder.

"Code" means the Internal Revenue Code of 1986, as amended.

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<PAGE> 17
"Collection Account" means the account or accounts established
and maintained as such pursuant to Section 4.1.

"Collection Account Property" has the meaning specified in
Section 4.2(a).

"Collection Period" means each calendar month during the term
of this Agreement or, in the case of the initial Collection Period, the period
from the Cutoff Date to and including the last day of the month preceding the
initial Distribution Date.

"Commercial Vehicles" means medium- and heavy-duty trucks,
tractors and trailers.

"Commission" means the Securities and Exchange Commission, or
any successor thereto.

"Computer Tape" means the computer tape generated by MBCC
which provides information relating to the Receivables and which was used by
MBCC in selecting the Receivables conveyed to the Trust hereunder.

"Corporate Trust Office" means the principal office of the
Trustee, the Payahead Agent, the Class A Agent or the Class B Agent, as the
case may be, at which at any particular time its corporate trust business shall
be administered, which office at date of execution of this Agreement is located
at 120 Wall Street, New York, New York 10043, Attention: Corporate Trust
Administration, or at such other address as the Trustee, the Payahead Agent,
the Class A Agent or the Class B Agent, as the case may be, may designate from
time to time by notice to the Certificateholders, the Seller and the Servicer,
or the principal corporate trust office of any successor Trustee, Payahead
Agent, Class A Agent or the Class B Agent, as the case may be, (the address of
which the successor Trustee, Payahead Agent, Class A Agent or the Class B
Agent, as the case may be, will notify the Certificateholders, the Seller and
the Servicer).

"Cutoff Date" means the opening of business on November 1,
1996.

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<PAGE> 18
"DBNA" means Daimler-Benz North America Corporation, a
Delaware corporation, and its successors and assigns.

"Dealer" means, with respect to a Receivable, the seller of
the related Financed Vehicle(s), who originated and assigned the Receivable
relating to such Financed Vehicle(s) to MBCC under a Dealer Agreement.

"Dealer Agreement" means an agreement between MBCC and a
Dealer relating to the assignment of Receivables to MBCC and all documents and
instruments relating thereto.

"Defaulted Receivable" means a Receivable which, by its terms,
is in default and as to which (i) a Scheduled Payment is 180 or more days past
due, (ii) the Servicer has determined, in accordance with its customary
servicing procedures, that eventual payment in full is unlikely or (iii) the
Servicer has repossessed and disposed of the related Financed Vehicle.

"Definitive Certificates" means definitive fully registered
Class A Certificates or Class B Certificates as described in Section 6.8.

"Delivery" with respect to Eligible Investments means:

(a)(i) with respect to bankers' acceptances, commercial
paper, negotiable certificates of deposit and other obligations to the extent
constituting "instruments" within the meaning of Section 9-105(1)(i) of the
UCC, transfer thereof to the Investment Agent by physical delivery of such
instruments to the Investment Agent in the State of New York endorsed to, or
registered in the name of, the Investment Agent or endorsed in blank, (ii) with
respect to "money" as defined in Section 1-201(24) of the UCC, delivery thereof
to the Investment Agent in the State of New York, (iii) with respect to a
"certificated security" (as defined in Section 8-102(1)(a) of the UCC) transfer
thereof (A) by physical delivery of such certificated security to the
Investment Agent or its financial intermediary in the State of New York,
endorsed to, or registered in the name of, the Investment Agent or endorsed in
blank, (B) when a financial intermediary (as defined in Section 8-313(4) of the
UCC) of the Investment

12
<PAGE> 19
Agent, which has physical possession of such certificated security and such
certificated security is either endorsed to, or registered in the name of, such
financial intermediary or endorsed in blank, makes entries on its books and
records identifying such certificated security as belonging solely and
exclusively to the Investment Agent and sends a confirmation of the purchase of
such certificated security by the Investment Agent or (C) when a "clearing
corporation" (as defined in Section 8-102(3) of the UCC) or its "custodian
bank" (as defined in Section 8-102(4) of the UCC) has physical possession of
such certificated security and such security is either in bearer form, in
registered form registered to the clearing corporation or to such custodian
bank or a nominee of any of them subject to the clearing corporation's
exclusive control, or endorsed to such clearing corporation or custodian bank
or endorsed in blank, and the making by such clearing corporation of
appropriate entries on its books reducing the appropriate securities account of
the transferor and increasing the appropriate securities account of the
financial intermediary of the Investment Agent by the amount of such
certificated security, the identification by the clearing corporation of the
certificated securities for the sole and exclusive account of the financial
intermediary, the maintenance in the State of New York of such certificated
securities by such clearing corporation or such custodian bank or the nominee
of either of them subject to the clearing corporation's exclusive control, the
sending of a confirmation to the Investment Agent by the financial intermediary
of the purchase by the Investment Agent of such securities and the making by
such financial intermediary of entries on its books and records identifying
such certificated securities as belonging solely and exclusively to the
Investment Agent (all of the foregoing, "Physical Property"); and such
additional or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such securities to the
Investment Agent consistent with changes in applicable law or regulations or
the interpretation thereof;

(b) with respect to any securities issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National
Mortgage Association that are book entry securities held through the Federal
Reserve System pursuant to Federal book entry regulations, the following
procedures, all in accordance with

13
<PAGE> 20
applicable law, including applicable Federal regulations and Articles 8 and 9
of the UCC: book entry registration of such securities to an appropriate book
entry account maintained with a Federal Reserve Bank by a financial
intermediary which is also a "depository" pursuant to applicable Federal
regulations and issuance by such financial intermediary of a deposit advice or
other written confirmation of such book entry registration to the Investment
Agent of the purchase by the Investment Agent of such book entry securities;
the making by such financial intermediary of entries in its books and records
identifying such book entry securities held through the Federal Reserve System
pursuant to Federal book entry regulations as belonging solely and exclusively
to the Investment Agent and indicating that such custodian holds such
securities solely as agent for the Investment Agent and the sending of a
confirmation to the Investment Agent by such financial intermediary of a
confirmation of the purchase by the Investment Agent of such book entry
security; and such additional or alternative procedures as may hereafter become
appropriate to effect complete transfer of ownership of any such securities to
the Investment Agent consistent with changes in applicable law or regulations
or the interpretation thereof; and

(c) with respect to any securities that are uncertificated
securities under Article 8 of the UCC, registration on the books and records of
the issuer of such securities in the name of the financial intermediary, the
sending of the appropriate transaction statement by the issuer to the financial
intermediary, the sending of a confirmation to the Investment Agent by the
financial intermediary of the purchase by the Investment Agent of such
uncertificated securities, the making by such financial intermediary of entries
on its books and records identifying such uncertificated securities as
belonging solely and exclusively to the Investment Agent; and such additional
or alternative procedures as may hereafter become appropriate to effect
complete transfer of ownership of any such securities to the Investment Agent
consistent with changes in applicable law or regulations or interpretation
thereof.

"Depository Agreement" means the agreement among the Seller,
the Servicer, the Trustee and the initial Clearing Agency, dated __________,
1996, substantially in the form attached hereto as Exhibit D.

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<PAGE> 21
"Determination Date" with respect to any Collection Period,
means the earlier of (i) the sixteenth calendar day of the next succeeding
calendar month or (ii) the second Business Day preceding the next succeeding
Distribution Date.

"Distribution Date" means the 20th day of each month (or, if
the 20th day is not a Business Day, the next following Business Day),
commencing December 20, 1996.

"Due Period" means, with respect to each Receivable, each
monthly period ending on the day preceding the day on which a payment is due on
the Receivable.

"Eligible Bank" means any depository institution with trust
powers (which may be the Trustee), organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia,
which has a net worth in excess of $50,000,000, the deposits of which are
insured to the full extent permitted by law by the Federal Deposit Insurance
Corporation, which is subject to supervision and examination by Federal or
state banking authorities and which has (i) a rating of P-1 from Moody's and
A-1+ from S&P with respect to short-term deposit obligations, or (ii) if such
institution has issued long-term unsecured debt obligations, a rating of A2 or
higher from Moody's and AAA from S&P with respect to long-term unsecured debt
obligations.

"Eligible Deposit Account" means either (a) a segregated
account with an Eligible Bank or (b) a segregated trust account with the trust
department of a depository institution 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 trust powers and acting as
trustee for funds deposited in such account, so long as the long-term unsecured
debt of such depository institution shall have a credit rating from each Rating
Agency in one of its generic rating categories which signifies investment grade
(which, for Moody's, is Baa3 or higher, and for S&P is BBB- or higher).

"Eligible Investments" means (i) obligations issued by the
United States of America or its agencies or instrumentalities and supported by
the full faith and

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<PAGE> 22
credit of the United States of America as to timely payment of principal and
interest; (ii) demand and time deposits in, bankers' acceptances issued by, 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 and subject to supervision and examination by federal or state banking
or depository institution authorities, or any depository institution or trust
company incorporated under the laws of any foreign jurisdiction that has a
branch or agency located in the United States of America and which depository
institution, trust company or branch is subject to supervision and examination
by federal or state banking or depository institution authorities; provided,
however, that, at the time of the investment or contractual commitment to
invest therein, the commercial paper of such depository institution or trust
company has a credit rating of at least P-1 from Moody's and A-1+ from S&P;
(iii) commercial paper having, at the time of the investment or contractual
commitment to invest therein, a credit rating of at least P-1 from Moody's and
A-l+ from S&P; (iv) investments in money market funds registered under the
Investment Company Act of 1940, as amended, that, at the time of the investment
or contractual commitment to invest therein, are rated in the highest
investment category of each Rating Agency (AAAm or AAAm-g by S&P and P-1 or Aaa
by Moody's) or otherwise approved in writing by each Rating Agency (including
funds for which the Trustee or any of its Affiliates is investment manager or
advisor); and (v) any other investment otherwise reviewed by each Rating Agency
and which would not result in a lowering of or a withdrawal of the then current
rating of the Class A Certificates and, if rated, the Class B Certificates.

"Eligible Servicer" means (a) any subsidiary of DBNA or (b)
any Person which, at the time of its appointment as Servicer or as subservicer,
(i) has a net worth of not less than $50,000,000, (ii) is servicing a portfolio
of commercial vehicle installment contracts and/or commercial vehicle retail
loans, (iii) is legally qualified, and has the capacity, to service the
Receivables, (iv) has demonstrated the ability to service a portfolio of
commercial vehicle installment contracts and/or commercial vehicle loans
similar to the Receivables professionally and competently in accordance with
standards of skill and care that are consistent with prudent industry

16
<PAGE> 23
standards, and (v) is qualified and entitled to use, pursuant to a license or
other written agreement, and agrees to maintain the confidentiality of, the
software which the Servicer or any subservicer uses in connection with
performing its duties and responsibilities under this Agreement or the related
subservicing agreement or obtains rights to use, or develops at its own
expense, software which is adequate to perform its duties and responsibilities
under this Agreement or the related subservicing agreement.

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

"Event of Servicing Termination" means an event specified in
Section 9.1.

"Excess Amount" means, with respect to any Receivable which
becomes a Prepaid Receivable in any Collection Period, the amount (if positive)
calculated by the Servicer equal to the excess of (i) the amount received from
the related Obligor in connection with such prepayment over (ii)(a) the
Principal Balance of such Receivable as of the first day of such Collection
Period plus (b) one month's interest on such Principal Balance at the APR of
such Receivable.

"Final Scheduled Distribution Date" means the July 2003
Distribution Date.

"Final Scheduled Maturity Date" means the last day of the
Collection Period immediately preceding the Final Scheduled Distribution Date.

"Financed Vehicle" means a new or used medium-or heavy-duty
truck or tractor manufactured by Freightliner, or a used truck or tractor, or
new or used trailer manufactured by companies other than Freightliner, together
with all accessions thereto, securing an Obligor's indebtedness under a
Receivable.

"Freightliner" means Freightliner Corporation, a subsidiary of
DBNA.

"Fully Amortizing Receivable" means a Receivable that provides
for fixed monthly payments that fully

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<PAGE> 24
amortize the Amount Financed over the original term to maturity of the
Receivable.

"Investment Agent" means with respect to Eligible Investments
(i) in the Collection Account, the Trustee, (ii) in the Payahead Account, the
Payahead Agent, (iii) in the Class A Reserve Fund, the Class A Agent, and (iv)
in the Class B Reserve Fund, the Class B Agent.

"Lien" means a security interest, lien, charge, pledge, equity
or encumbrance of any kind, other than tax liens, mechanics' or materialmen's
liens, judicial liens and any liens that may attach to a Financed Vehicle by
operation of law.

"Liquidation Proceeds" means, with respect to a Defaulted
Receivable, the monies collected from whatever source, during the Collection
Period in which such Receivable became a Defaulted Receivable net of the sum of
(i) any expenses incurred by the Servicer in connection with collection of such
Receivable and the disposition of the Financed Vehicle and (ii) any amounts
required by law to be remitted to the Obligor. Liquidation Proceeds shall be
allocated first to accrued and unpaid interest on the Receivable and then to
the unpaid principal balance thereof.

"MBCC" means Mercedes-Benz Credit Corporation, a Delaware
corporation, and its successors and assigns.

"Monthly Remittance Condition" has the meaning specified in
Section 4.1(d).

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

"Obligor" with respect to any Receivable means the purchaser
or co-purchasers of the related Financed Vehicle purchased in part or in whole
by the execution and delivery of such Receivable or any other Person who owes
or may be liable for payments under such Receivable.

"Officer's Certificate" means a certificate signed by the
chairman, the president, any executive vice president, vice president or the
treasurer of the Seller or the Servicer, as the case may be, and delivered to
the Trustee.

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<PAGE> 25
"Opinion of Counsel" means a written opinion of counsel (who,
in the case of counsel to the Seller or the Servicer, may be an employee of or
outside counsel to the Seller or the Servicer) which counsel shall be
acceptable to the Trustee.

"Optional Purchase Percentage" means 10%.

"Original Class A Principal Balance" means $795,188,137.94.

"Original Class B Principal Balance" means $67,739,846.80.

"Original Pool Balance" means $862,927,984.74.

"Outstanding Advances" means, with respect to a Receivable,
the sum, as of the close of business on the last day of any Collection Period,
of all Advances pursuant to Section 4.4(a) with respect to such Receivable, as
reduced by repayments to the Servicer of such Advances.

"Pass-Through Rate" means ____% per annum.

"Payahead" means, with respect to a Receivable, the amount
computed in accordance with Section 4.3 with respect to such Receivable.

"Payahead Account" means the account established and
maintained as such pursuant to Section 4.1(b).

"Payahead Agent" means Citibank, N.A., a national banking
association, in its capacity as payahead agent with respect to the Payahead
Account.

"Payahead Balance" on a Receivable means the sum, as of the
close of business on the last day of a Collection Period, of all Payaheads made
by or on behalf of the Obligor with respect to such Receivable (including any
amount paid by or on behalf of the Obligor prior to the Cutoff Date that is due
on or after the Cutoff Date and was not used to reduce the principal balance
(calculated on the Actuarial Method) of such Receivable), as reduced by
applications of previous Payaheads with respect to such Receivable, pursuant to
Sections 4.3 and 4.4.

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<PAGE> 26
"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, trust, unincorporated organization, or government or any agency or
political subdivision thereof, or any other entity of whatever nature.

"Physical Property" has the meaning assigned to such term in
the definition of "Delivery" above.

"Pool Balance" means, as of any date, the aggregate
outstanding Principal Balance of the Receivables (excluding Defaulted
Receivables) as of the close of business on such date.

"Prepaid Receivable" shall mean each Receivable which during a
Collection Period is prepaid in full or accelerated under certain
circumstances, or with respect to which the related Financed Vehicle is
repossessed and sold or becomes a total loss.

"Principal Balance" means, with respect to any Receivable as
of any date, the Amount Financed minus the sum of the following amounts: (i)
that portion of all Scheduled Payments due on or prior to such date and, with
respect to periods prior to the initial Collection Period, the amount indicated
in such Receivable as required to be paid by the Obligor in each such period,
whether or not paid, allocable to principal in accordance with the Actuarial
Method, and (ii) any prepayment in full applied by the Servicer to reduce the
unpaid principal balance of such Receivable; provided, however, that the
Principal Balance of any Receivable for any Collection Period after the
Collection Period in which it becomes a Defaulted Receivable shall be zero.

"Purchase Agreement" means the Purchase Agreement dated as of
November 1, 1996, by and between the Seller and MBCC, as amended, modified or
supplemented, relating to the purchase of the Receivables by the Seller from
MBCC.

"Purchase Amount" means, with respect to any Distribution Date
and a Receivable to be repurchased by the Seller or purchased by the Servicer
on such Distribution Date, an amount equal to the sum of (a) the Principal
Balance of such Receivable as of the first day of the

20
<PAGE> 27
Collection Period preceding the Collection Period in which such Distribution
Date occurs, and (b) the amount of accrued interest on such Principal Balance
at the related APR from the date a payment was last made by or on behalf of the
Obligor through the due date for payment of such Receivable in the Collection
Period preceding the Collection Period in which such Distribution Date occurs
and, in the case of clauses (a) and (b), after giving effect to the receipt of
monies collected on such Receivable in such preceding Collection Period,
Payaheads applied to the Scheduled Payments on such Receivable in such
Collection Period and any Payahead Balance with respect to such Receivable.

"Purchased Receivable" means, on any date of determination, a
Receivable as to which payment of the Purchase Amount has been made by the
Seller pursuant to Section 2.5 hereof or the Servicer pursuant to Section 3.6
or Section 11.2 hereof.

"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

"Rating Agency" means either S&P or Moody's, and together the
"Rating Agencies."

"Receivable" means each retail installment contract for, and
retail loan evidenced by a note secured by, one or more Financed Vehicles
described in the Schedule of Receivables and all rights and obligations
thereunder, but excluding Purchased Receivables.

"Receivable File", with respect to a Receivable, means the
electronic entries, documents, instruments and writings specified in Section
2.6.

"Record Date" means, with respect to any Distribution Date,
the nineteenth calendar day of the current month; provided, however, that if
Definitive Certificates are issued to a Person other than the Seller pursuant
to Section 6.10, or if Definitive Certificates are transferred by the Seller,
the Record Date for the related Class of Certificates for any Distribution Date
shall be the last day of the Collection Period immediately preceding the month
in which such Distribution Date occurs.

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"Recoveries" with respect to any Collection Period, means all
monies received by the Servicer with respect to any Defaulted Receivable during
any Collection Period following the Collection Period in which such Receivable
became a Defaulted Receivable, net of the sum of (i) any expenses incurred by
the Servicer in connection with the collection of such Receivable and the
disposition of the Financed Vehicle (to the extent not previously reimbursed)
and (ii) any amounts required by law to be remitted to the Obligor.

"Required Rating" means a rating on (i) short-term unsecured
debt obligations of P-1 by Moody's and (ii) short-term unsecured debt
obligations of A-1+ by S&P; and any requirement that short-term unsecured debt
obligations have the "Required Rating" shall mean that such short-term
unsecured debt obligations have the foregoing required ratings from each of
such Rating Agencies.

"Reserve Fund" means each of the Class A Reserve Fund and the
Class B Reserve Fund, established and maintained as such pursuant to Section
4.7.

"Residual Certificate" has the meaning specified in Section
6.1.

"Retained Yield" means the portion of the interest accruing on
each Receivable for each Due Period for such Receivable, equal to interest at
the Spread Rate for such Receivable.

"Rule 144A" means Rule 144A under the Act.

"S&P" means Standard & Poor's Ratings Services, a Division of
The McGraw-Hill Companies, Inc., or its successor.

"Schedule of Receivables" means the list identifying the
Receivables attached hereto as Schedule I as supplemented or amended from time
to time.

"Scheduled Payment" means, for any Collection Period for any
Receivable, the amount indicated in such Receivable as required to be paid by
the Obligor in such Collection Period (without giving effect to deferments of

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<PAGE> 29
payments pursuant to Section 3.2 or any rescheduling in any insolvency or
similar proceedings or any Payaheads).

"Seller" means Daimler-Benz Vehicle Receivables Corporation, a
Delaware corporation, in its capacity as seller of the Receivables to the Trust
under this Agreement, and each successor thereto (in the same capacity)
pursuant to Section 7.3.

"Servicer" means MBCC, a Delaware corporation, in its capacity
as servicer of the Receivables under this Agreement, each successor thereto (in
the same capacity) pursuant to Section 8.3, and each successor Servicer
appointed and acting pursuant to Section 9.2.

"Servicer's Certificate" has the meaning specified in Section
3.8.

"Servicing Fee" means, with respect to any Distribution Date,
the fee payable to the Servicer for services rendered during the related
Collection Period, determined pursuant to and defined in Section 3.7.

"Servicing Guaranty Agreement" means an agreement,
substantially in the form of Exhibit F hereto, between DBNA and the Trustee.

"Servicing Officer" means any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables,
whose name appears on a list of servicing officers attached to an Officer's
Certificate furnished to the Trustee by the Servicer, as such list may be
amended from time to time by the Servicer in writing.

"Servicing Rate" means 1.00% per annum.

"Shortfall Amount" means, with respect to any Receivable which
becomes a Prepaid Receivable in any Collection Period, the amount (if positive)
calculated by the Servicer equal to the excess of (i) the sum of (a) the
Principal Balance of such Receivable as of the first day of such Collection
Period and (b) one month's interest on such Principal Balance at the APR of
such Receivable over (ii) the amount received from the related Obligor in
connection with such prepayment.

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<PAGE> 30
"Shortfall Amount Agreement" means the Agreement dated as of
November 1, 1996, by and between the Seller and MBCC, as amended, modified or
supplemented from time to time.

"Specified Class A Reserve Balance" with respect to any
Distribution Date means $25,887,839.54; provided, however, that with respect to
any Distribution Date on which (i) the annualized average for the preceding
three Collection Periods (or such shorter number of Collection Periods as have
elapsed since the Cutoff Date) of the ratios of net losses (i.e., the net
balances of all Defaulted Receivables arising in the applicable Collection
Period, less any Liquidation Proceeds or Recoveries received in such Collection
Period) to the Pool Balance as of the first day of each such Collection Period
exceeds 2.5% or (ii) the average for the preceding three Collection Periods (or
such shorter number of Collection Periods as have elapsed since the Cutoff
Date) of the ratios of the balance of Receivables that are delinquent 60 days
or more to such outstanding Pool Balance exceeds 3.5%, the Specified Class A
Reserve Balance for such Distribution Date will equal $32,359,799.43; provided,
however, that the Seller may reduce the Specified Class A Reserve Balance if
the Rating Agencies confirm in writing to the Class A Agent and the Seller
prior to such reduction that such reduction will not result in a lowering of or
a withdrawal of the then current rating of the Class A Certificates.

"Specified Class B Reserve Balance" with respect to any
Distribution Date means initially zero and shall remain zero for so long as the
Seller holds the Class B Certificates and thereafter shall mean an amount
determined by the Seller in consultation with the Rating Agencies in order to
achieve the desired rating for the Class B Certificates.

"Spread Rate" means, with respect to each Receivable, a rate
equal to the excess, if any, of (i) the APR of such Receivable over (ii) the
sum of the Pass-Through Rate plus the Servicing Rate.

"Subsidiary" means any corporation at least a majority of
whose securities having ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a

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<PAGE> 31
contingency) are at all times owned or controlled directly or indirectly by
DBNA.

"Supplemental Servicing Fee" means the fee payable to the
Servicer for services rendered during the related Collection Period, determined
pursuant to and defined in Section 3.7.

"Total Available Amount" means, for any Distribution Date, the
sum of the Available Interest and the Available Principal.

"Trust" means the Daimler-Benz Vehicle Trust 1996-A created
by this Agreement.

"Trust Property" means: (i) the Receivables; (ii) all monies
due thereunder on or after the Cutoff Date (including Payaheads attributable to
amounts then due, but excluding Excess Amounts); (iii) all amounts and property
from time to time held in or credited to the Collection Account and the
Certificate Account; (iv) all of the Seller's security interests in the
Financed Vehicles; (v) all of the Seller's rights under the Shortfall Amount
Agreement; (vi) all of the Seller's rights to receive proceeds from claims on
physical damage, credit life and disability insurance policies covering the
Financed Vehicles or the Obligors; (vii) all rights to receive payments under
the circumstances specified herein from the Class A Reserve Fund and the Class
B Reserve Fund; (viii) all of the Seller's rights of recourse against Dealers
arising out of breaches by Dealers with respect to the Receivables; (ix) all of
the Seller's rights to all documents contained in the Receivable Files; (x)
certain rights under the Purchase Agreement, including the right of the Seller
to cause MBCC to repurchase Receivables from time to time from the Seller under
certain circumstances specified therein; (xi) all property (including the right
to receive future Liquidation Proceeds and Recoveries) that secures a
Receivable and that shall have been acquired by or on behalf of the Trustee;
(xii) the Servicing Guaranty Agreement; and (xiii) all proceeds (within the
meaning of Section 9-306 of the UCC) of the foregoing.

"Trustee" means Citibank, N.A., a national banking
association, as Trustee under this Agreement, or

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<PAGE> 32
any successor, and any successor Trustee appointed and acting pursuant to
Section 10.11.

"UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction.

SECTION 1.2. Usage of Terms. With respect to all terms used
in this Agreement, the singular includes the plural and the plural the
singular; words importing any gender include the other gender; references to
"writing" include printing, typing, lithography, and other means of reproducing
words in a visible form; references to agreements and other contractual
instruments include all subsequent amendments thereto or changes therein
entered into in accordance with their respective terms and not prohibited by
this Agreement; references to Persons include their permitted successors and
assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

SECTION 1.3. Calculations. All calculations of the amount of
interest accrued on the Certificates during any Collection Period and all
calculations of the amount of the Servicing Fee payable with respect to a
Collection Period shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

SECTION 1.4. References. All references to the first day of
a Collection Period shall refer to the opening of business on such day. All
references to the last day of a Collection Period shall refer to the close of
business on such day. All references herein to the close of business shall
mean the close of business, New York time.

SECTION 1.5. Section References. All section references
shall be to Sections in this Agreement unless otherwise specified.

SECTION 1.6. Action by or Consent of Certificateholders.
Whenever any provision of this Agreement refers to action to be taken, or
consented to, by Certificateholders, such provision shall be deemed to refer to
Certificateholders of record as of the Record Date immediately preceding the
date on which such action is to be taken, or consented to by
Certificateholders.

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<PAGE> 33
ARTICLE II

The Trust and Trust Property

SECTION 2.1. Creation of Trust. Upon the execution of this
Agreement by the parties hereto, there is hereby created the Daimler-Benz
Vehicle Trust 1996-A.

SECTION 2.2. Conveyance of Trust Property. In consideration
of the Trustee's delivery to, or upon the written order of, the Seller of
authenticated Certificates, in authorized denominations, in an aggregate amount
equal to the Original Pool Balance, the Seller hereby irrevocably sells,
transfers, assigns and conveys to the Trustee, in trust for the benefit of
Certificateholders, upon the terms and conditions hereof, all right, title and
interest of the Seller, whether now owned or hereafter acquired, in and to and
under the Trust Property, without recourse. The sale, transfer, assignment and
conveyance made hereunder shall not constitute and is not intended to result in
an assumption by the Trustee, any Certificateholder or any Certificate Owner of
any obligation of the Seller to the Obligors, the Dealers or any other Person
in connection with the Receivables and the other Trust Property or any
agreement, document or instrument related thereto.

It is the intention of the Seller and the Trustee that the
transfer of the Trust Property contemplated herein constitute a sale of the
Trust Property, conveying good title to the Trust Property from the Seller to
the Trust. However, in the event that such transfer is deemed to be a pledge
to secure the payment of the Certificates, the Seller hereby grants to the
Trustee on behalf of the Trust for the benefit of the Certificateholders a
first priority security interest in all of the Seller's right, title and
interest in the Trust Property, and all proceeds thereof, to secure the payment
of the Certificates, and in such event, this Agreement shall constitute a
security agreement under applicable law.

SECTION 2.3. Acceptance by Trustee. The Trustee does hereby
accept all consideration conveyed by the Seller pursuant to Section 2.2, and
declares that the Trustee shall hold such consideration upon the trusts herein
set forth for the benefit of all present and

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future Certificateholders, subject to the terms and provisions of this
Agreement.

SECTION 2.4. Representations and Warranties of the Seller
as to the Receivables. The Seller makes the following representations and
warranties as to the Receivables on which the Trustee relies in accepting the
Receivables in trust and executing and authenticating the Certificates. Such
representations and warranties speak as of the Closing Date, but shall survive
the sale, transfer, and assignment of the Receivables to the Trustee:

(i) Characteristics of Receivables. Each Receivable
(a) was originated in the United States of America by a Dealer in
connection with the retail sale of one or more Financed Vehicles in
the ordinary course of such Dealer's business, was fully and properly
executed by the parties thereto, has been purchased by the Seller from
MBCC, which in turn purchased such Receivable from such Dealer under
an existing Dealer Agreement with MBCC, has been validly assigned by
such Dealer to MBCC, which in turn has validly assigned such
Receivable to the Seller, (b) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof
shall be adequate for realization against the collateral of the
benefits of the security, (c) except in the case of a Balloon
Receivable, provides for fixed monthly payments that fully amortize
the Amount Financed by maturity and yields interest at the APR of such
Receivable, and in the case of a Balloon Receivable, provides for
fixed monthly payments that amortize the Amount Financed to an amount
equal to the Balloon Payment by maturity, provides for a Balloon
Payment at maturity that is sufficient to pay the remaining Amount
Financed of the Receivable, and yields interest at the APR of such
Receivable, (d) is a retail installment contract, (e) is secured by
one or more Financed Vehicles, and (f) except to the extent such
Receivable may become a Prepaid Receivable, provides for allocation of
payments in accordance with the Actuarial Method.

(ii) Schedule of Receivables. The information set
forth in the Schedule of Receivables was true and correct in all
material respects as of the

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opening of business on the Cutoff Date, and no selection procedures
believed by the Seller to be adverse to the Certificateholders were
utilized in selecting the Receivables.

(iii) Compliance with Law. Each Receivable and the
sale of the related Financed Vehicle(s) complied at the time it was
originated or made, and complies at the Closing Date, in all material
respects with all requirements of applicable federal, State, and local
laws, and regulations thereunder, including, without limitation, usury
laws, the Federal Truth in Lending Act, the Equal Credit Opportunity
Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act, the Federal Trade Commission Act, the Magnuson Moss Warranty Act,
the Federal Reserve Board's Regulations B and Z, and State adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code,
and other consumer credit laws and equal credit opportunity and
disclosure laws.

(iv) Binding Obligation. To the best of the
Seller's knowledge each Receivable represents the legal, valid, and
binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in accordance with its terms except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.

(v) No Government Obligor. Neither the United
States of America nor any State or any agency, department, or
instrumentality of the United States of America or any State is an
Obligor.

(vi) Security Interest in Financed Vehicle. To the
best of the Seller's knowledge, immediately prior to the sale,
assignment, and transfer of each Receivable by MBCC to the Seller,
such Receivable was secured by a validly perfected first priority
security interest in the related Financed Vehicle in favor of MBCC as
secured party. Such security interest was validly assigned by MBCC to
the Seller and is being assigned by the Seller to the

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<PAGE> 36
Trustee pursuant to this Agreement except that no certificate of title
or certificate of ownership with respect to such Financed Vehicle has
been or will be amended to identify the Seller or the Trustee as a
secured party. At such time as enforcement of such security interest
is sought, there shall exist a valid, subsisting and enforceable first
priority security interest in such Financed Vehicle for the benefit of
the Trustee. The foregoing representations and warranties with
respect to perfection and enforceability of a security interest in a
Financed Vehicle do not cover statutory or other liens arising after
the Closing Date by operation of law or any rights of third parties
arising after the Closing Date as a result of the fraud or forgery of
the vehicle owner or administrative error by state recording officials
which are prior to such security interest.

(vii) No Defenses. No right of rescission, setoff,
counterclaim, or defense has been asserted or, to the best of the
Seller's knowledge, threatened with respect to any Receivable.

(viii) No Liens. To the best of the Seller's
knowledge, no liens or claims have been filed for work, labor, or
materials relating to a Financed Vehicle that are liens prior to, or
equal or on a parity with, the security interest in the Financed
Vehicle granted by the related Receivable.

(ix) No Default; Repossession. Except for payment
defaults continuing for a period of not more than thirty days as of
the Cutoff Date, to the best of the Seller's knowledge, no default,
breach, violation, or event permitting acceleration under the terms of
any Receivable, and no event that with notice or the lapse of time
would constitute such a default, breach, violation, or event
permitting acceleration under the terms of any Receivable has
occurred; and no Financed Vehicle was repossessed on or prior to the
Cutoff Date.

(x) Insurance. Except in the case of certain fleet
customers which are permitted to be self-insured in accordance with
MBCC's customary standards, MBCC, in accordance with its customary

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procedures, has determined that each Obligor has obtained or agreed to
obtain physical damage insurance covering such Obligor's Financed
Vehicle(s).

(xi) Title. It is the intention of the Seller that
the transfer and assignment of the Receivables herein contemplated
constitute a sale of the Receivables from the Seller to the Trust and
that the beneficial interest in and title to the Receivables not be
part of the Seller's estate in the event of the filing of a bankruptcy
petition by or against the Seller under any bankruptcy law. No
Receivable has been sold, transferred, assigned, or pledged by the
Seller to any Person other than the Trustee. The Seller is
transferring title to each Receivable free and clear of all Liens and
rights of others and has perfected such transfer under the UCC.

(xii) Valid Assignment. No Receivable was
originated in, or is subject to the laws of, any jurisdiction under
which the sale, transfer, and assignment of such Receivable under this
Agreement is unlawful, void, or voidable. The Seller has not entered
into any agreement with any Obligor that prohibits, restricts or
conditions the assignment of any portion of the Receivables.

(xiii) All Filings Made. All filings (including,
without limitation, UCC filings) necessary in any jurisdiction to give
the Trustee a first priority perfected security interest in the
Receivables have been made.

(xiv) Chattel Paper. Each Receivable constitutes
"chattel paper" as defined in the UCC.

(xv) One Original. There is only one original
executed copy of each Receivable.

(xvi) Principal Balance. Each Receivable had a
remaining Principal Balance as of the Cutoff Date of not more than
$7,380,657.16 and not less than $527.08.

(xvii) No Bankrupt Obligors. To the best of the
Seller's knowledge, no Obligor was, as of the

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Cutoff Date, the subject of a proceeding under the Bankruptcy Code of
the United States or was bankrupt.

(xviii) New and Used Vehicles. Approximately 77.9%
of the aggregate Principal Balance of the Receivables, constituting
51.5% of the Receivables as of the Cutoff Date, relate to new
Commercial Vehicles, and approximately 22.1% of the aggregate
Principal Balance of the Receivables, constituting 48.5% of the
Receivables as of the Cutoff Date, relate to used Commercial Vehicles.

(xix) Origination. Each Receivable has an
origination date prior to November 1, 1996.

(xx) Maturity of Receivables. Each Receivable had a
remaining maturity, as of the Cutoff Date, of not more than 80 months,
and an original maturity of not more than 84 months.

(xxi) Annual Percentage Rate. Each Receivable has
an APR of at least 6.90% and not more than 21.04%.

(xxii) Payments. No Receivable had a payment that
was more than 60 days overdue as of the Cutoff Date.

(xxiii) Billing Address. The Obligor under each
Receivable had a current billing address in the United States as of
the Cutoff Date.

(xxiv) Concentration Limit. No single Obligor
accounts for more than 2.0%, by Principal Balance of Receivables, of
the Original Pool Balance.

SECTION 2.5. Repurchase upon Breach. The Seller, the
Servicer, or the Trustee, as the case may be, shall inform the other parties to
this Agreement and MBCC promptly, in writing, upon the discovery of any breach
or failure to be true of the representations and warranties made by the Seller
pursuant to Section 2.4 (and, in the case of subsections 2.4(iv), (vi), (vii),
(ix) and (xvii) any breach or failure which would have occurred if such
warranty had not been made to the best knowledge of the

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<PAGE> 39
Seller). Unless any such breach or failure shall have been cured by the last
day of the Collection Period which includes the 60th day after the date on
which the Seller becomes aware of, or receives written notice from the Trustee
or the Servicer of, such breach or failure, the Seller shall repurchase from
the Trustee any Receivable, the interests of the Trust and the
Certificateholders in which are materially and adversely affected by the breach
or failure, on the Distribution Date immediately following such Collection
Period but with effect from the first day of the Collection Period in which
such Distribution Date occurs. In consideration of the purchase of a
Receivable hereunder, the Seller shall remit the Purchase Amount of such
Receivable in the manner specified in Section 4.5. The sole remedy of the
Trust, the Trustee, and the Certificateholders with respect to a breach or
failure to be true of the representations and warranties made by the Seller
pursuant to Section 2.4 shall be to require the Seller to repurchase the
relevant Receivable pursuant to this Section 2.5 or to enforce the obligation
of MBCC to the Seller to repurchase such Receivable pursuant to the Purchase
Agreement.

SECTION 2.6. Custody of Receivable Files. To assure uniform
quality in servicing the Receivables and to reduce administrative costs, the
Trustee, upon the execution and delivery of this Agreement, revocably appoints
the Servicer, and the Servicer accepts such appointment, to act as custodian on
behalf of the Trustee of the following documents or instruments, which are
hereby constructively delivered to the Trustee with respect to each Receivable
(collectively, a "Receivable File"):

(i) the original of the Receivable;

(ii) the original credit application fully
executed by the related Obligor or a photocopy thereof;

(iii) the original certificate of title or such
documents that the Servicer or MBCC shall keep on file, in accordance
with its customary procedures, evidencing the security interest of
MBCC in the Financed Vehicle(s); and

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(iv) any and all other documents that the
Servicer or the Seller shall keep on file, in accordance with its
customary procedures, relating to a Receivable, an Obligor, or a
Financed Vehicle.

On the Closing Date, the Servicer shall provide an Officer's
Certificate to the Trustee confirming that the Servicer has received on behalf
of the Trustee all the documents and instruments necessary for the Servicer to
act as the custodian of the Trustee for the purposes referred to herein, and
the Trustee is hereby authorized to rely on such Officer's Certificate.

SECTION 2.7. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer, in its capacity as
custodian, shall hold the Receivable Files on behalf of the Trustee for the use
and benefit of all present and future Certificateholders and maintain such
accurate and complete accounts, records, and computer systems pertaining to
each Receivable File as shall enable the Servicer and the Trustee to comply
with the terms and provisions of this Agreement. In performing its duties as
custodian, the Servicer shall act with reasonable care, using that degree of
skill and attention that the Servicer exercises with respect to the receivable
files relating to all comparable commercial vehicle receivables that the
Servicer services for itself or others. In accordance with its customary
practices with respect to its retail installment contracts, the Servicer shall
conduct, or cause to be conducted, periodic audits of the Receivable Files held
by it under this Agreement, and of the related accounts, records, and computer
systems, in such a manner as shall enable the Trustee to verify the accuracy of
the Servicer's record keeping. The Servicer shall promptly report to the
Trustee any failure on its part to hold the Receivable Files and maintain its
accounts, records, and computer systems as herein provided and promptly take
appropriate action to remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by the Trustee of the
Receivable Files.

(b) Maintenance of and Access to Records. The Servicer shall
maintain each Receivable File at one of its offices specified in Schedule II to
this Agreement, or at such other office as shall be specified to the

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<PAGE> 41
Trustee by written notice not later than 90 days after any change in location.
The Servicer shall make available to the Trustee or its duly authorized
representatives, attorneys, or auditors a list of locations of the Receivable
Files, the Receivable Files, and the related accounts, records, and computer
systems maintained by the Servicer at such times as the Trustee shall instruct.

(c) Release of Documents. Upon written instructions from the
Trustee, the Servicer shall release any document in the Receivable Files to the
Trustee, the Trustee's agent, or the Trustee's designee, as the case may be, at
such place or places as the Trustee may designate, as soon thereafter as is
practicable and prior to the occurrence of an Event of Servicing Termination or
an event which with the passage of time and delivery of notice would constitute
an Event of Servicing Termination, so long as doing so will not adversely
affect the Servicer's ability to perform its obligations under this Agreement.
Any document so released shall be handled by the Trustee with due care and
returned to the Servicer for safekeeping as soon as the Trustee or its agent or
designee, as the case may be, shall have no further need therefor and in any
event at such time as may be required by the Servicer to perform its
obligations under this Agreement.

(d) Title to Receivables. The Servicer agrees that, in
respect of any Receivable held by the Servicer as custodian hereunder, the
Servicer will not at any time have or in any way attempt to assert any interest
in such Receivable or the related Receivable File, other than solely for the
purpose of collecting or enforcing the Receivable for the benefit of the Trust
and that the entire equitable interest in such Receivable and the related
Receivable File shall at all times be vested in the Trust.

SECTION 2.8. Instructions; Authority to Act. The Servicer
shall be deemed to have received proper instructions with respect to the
Receivable Files upon its receipt of written instructions signed by an
Authorized Officer of the Trustee. A certified copy of excerpts of certain
resolutions of the Board of Directors of the Trustee shall constitute
conclusive evidence of the authority of any such Authorized Officer to act and
shall be considered in full force and effect until re-

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ceipt by the Servicer of written notice to the contrary given by the Trustee.

SECTION 2.9. Custodian's Indemnification. The Servicer, in
its capacity as custodian, shall indemnify and hold harmless the Trustee, its
officers, directors, employees and agents, the Trust and the Certificateholders
from and against any and all liabilities, obligations, losses, compensatory
damages, payments, costs or expenses (including legal fees if any) of any kind
whatsoever that may be imposed on, incurred, or asserted against the Trustee,
the Trust or the Certificateholders as the result of any act or omission by the
Servicer relating to the maintenance and custody of the Receivable Files;
provided, however, that the Servicer shall not be liable hereunder to the
extent, but only to the extent, that such liabilities, obligations, losses,
compensatory damages, payments, costs or expenses result from the willful
misfeasance, bad faith, errors in judgment or negligence of the Trustee or from
the compliance by the Servicer with instructions given by the Trustee to the
Servicer pursuant hereto; and provided, further, that such indemnification
shall not extend to any credit losses on any Receivables.

SECTION 2.10. Effective Period and Termination. The
Servicer's appointment as custodian shall become effective as of the Cutoff
Date and shall continue in full force and effect until terminated pursuant to
this Section 2.10. If the Servicer shall resign as Servicer under Section 8.5
or if all of the rights and obligations of the Servicer shall have been
terminated under Section 9.1, the appointment of the Servicer as custodian
hereunder may be terminated by the Trustee or by the Holders of Class A
Certificates and Class B Certificates evidencing not less than a majority of
the sum of the Class A Principal Balance and the Class B Principal Balance, in
the same manner as the Trustee or such Holders may terminate the rights and
obligations of the Servicer under Section 9.1 or the Servicer may resign as
custodian in the same manner as it may resign as Servicer under Section 8.5.
As soon as practicable after any termination or resignation of such
appointment, the Servicer (at its own expense) shall deliver, or cause to be
delivered, the Receivable Files and the related accounts and records maintained
by the Servicer to the Trustee, the Trustee's agent or the Trustee's designee
at

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such place or places as the Trustee may reasonably designate.

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ARTICLE III

Administration and Servicing of the Trust Property

SECTION 3.1. Duties of Servicer. (a) The Servicer, acting
alone and/or through subservicers as provided in this Section, shall administer
the Receivables with reasonable care. The Servicer's duties shall include, but
not be limited to, the collection and posting of all payments, responding to
inquiries by Obligors on the Receivables, or by federal, state, or local
governmental authorities, investigating delinquencies, reporting tax
information to Obligors, furnishing monthly and annual statements to the
Trustee with respect to distributions and providing collection and repossession
services in the event of Obligor default. The Servicer shall also administer
and enforce all rights and responsibilities of the holder of the Receivables
provided for in the Dealer Agreements, to the extent that such Dealer
Agreements relate to the Receivables, the Financed Vehicles or the Obligors.
In performing its duties as Servicer hereunder, the Servicer will exercise that
degree of skill and attention that the Servicer exercises with respect to all
comparable commercial vehicle receivables that it services for itself or
others. Subject to Section 3.2, the Servicer shall follow its customary
standards, policies and procedures in performing its duties as Servicer.
Without limiting the generality of the foregoing, the Servicer is hereby
authorized and empowered by the Trustee to execute and deliver, on behalf of
itself, the Trust, the Trustee, and the Certificateholders, 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 or to the Financed Vehicles, all in accordance with this Agreement;
provided, however, that notwithstanding the foregoing, the Servicer shall not,
except pursuant to an order from a court of competent jurisdiction, release an
Obligor from payment of any unpaid amount under any Receivable or waive the
right to collect the unpaid balance (including accrued interest) of any
Receivable from the Obligor, except in connection with a de minimis deficiency
which the Servicer would not attempt to collect in accordance with its
customary procedures, in which case the Servicer shall indemnify the Trust for
such deficiency. If the Servicer shall commence a legal proceeding to enforce
a Receivable, the

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Trustee shall thereupon be deemed to have automatically assigned such
Receivable to the Servicer, which assignment shall be solely for purposes of
collection. If in any enforcement suit or legal proceeding it shall be held
that the Servicer may not enforce a Receivable on the ground that it shall not
be a real party in interest or a holder entitled to enforce the Receivable, the
Trustee shall, at the Servicer's expense and direction, take steps to enforce
the Receivable, including bringing suit in its name or the name of the
Certificateholders. The Trustee shall furnish the Servicer with any powers of
attorney and other documents reasonably necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties hereunder. The
Servicer, at its expense, shall obtain on behalf of the Trust or the Trustee
all licenses, if any, required by the laws of any jurisdiction to be held by
the Trust or the Trustee in connection with ownership of the Receivables, and
shall make all filings and pay all fees as may be required in connection
therewith during the term hereof.

The Servicer may enter into subservicing agreements with one
or more subservicers for the servicing and administration of certain of the
Receivables; provided, however, that any such subservicer shall be and shall
remain, for so long as it is acting as subservicer, an Eligible Servicer, and
any fees paid to such subservicer shall be paid by the Servicer and not out of
the proceeds of the Trust, and any such subservicer shall agree to service the
Receivables in a manner consistent with the terms of this Agreement.

(b) References in this Agreement to actions taken, to be
taken, permitted to be taken, or restrictions on actions permitted to be taken
by the Servicer in servicing the Receivables and other actions taken, to be
taken, permitted to be taken, or restrictions on actions to be taken with
respect to the Trust Property shall include actions taken, to be taken,
permitted to be taken, or restrictions on actions permitted to be taken by a
subservicer on behalf of the Servicer and references herein to payments
received by the Servicer shall include payments received by a subservicer,
irrespective of whether such payments are actually deposited in the Collection
Account by such subservicer. Any such subservicing agreement will contain
terms and provisions substan-

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tially identical to the terms and provisions of this Agreement and such other
terms and provisions as are not inconsistent with this Agreement and as the
Servicer and the subservicer have agreed.

(c) The Servicer shall be entitled to terminate any
subservicing agreement in accordance with the terms and conditions of such
subservicing agreement and without any limitation by virtue of this Agreement;
provided, however, that, in the event of termination of any subservicing
agreement by the Servicer, the Servicer shall either act directly as servicer
of the related Receivables or enter into a subservicing agreement with a
successor subservicer which will be bound by the terms of the related
subservicing agreement.

(d) As a condition to the appointment of any subservicer, the
Servicer shall notify the Trustee, the Seller and the Rating Agencies in
writing before such assignment becomes effective and such subservicer shall be
required to execute and deliver an instrument in which it agrees that, for so
long as it acts as subservicer of the Receivables and the other Trust Property
being serviced by it, the covenants, conditions, indemnities, duties,
obligations and other terms and provisions of this Agreement applicable to the
Servicer hereunder shall be applicable to it as subservicer, that it shall be
required to perform its obligations as subservicer for the benefit of the Trust
as if it were Servicer hereunder (subject, however, to the right of the
Servicer to direct the performance of such obligations in accordance with this
Agreement) and that, notwithstanding any provision of a subservicing agreement
to the contrary, such subservicer shall be directly liable to the Trustee and
the Trust (notwithstanding any failure by the Servicer to perform its duties
and obligations hereunder) for the failure by such subservicer to perform its
obligations hereunder or under any subservicing agreement, and that
(notwithstanding any failure by the Servicer to perform its duties and
obligations hereunder) the Trustee may enforce the provisions of this Agreement
and any subservicing agreement against the subservicer for the benefit of the
Trust and the Certificateholders, without diminution of such obligations or
liabilities by virtue of any subservicing agreement, by virtue of any
indemnification provided thereunder or by virtue of the fact that the Servicer
is primarily responsible hereunder for the performance of

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such duties and obligations, as if a subservicer alone were servicing and
administering, under this Agreement, the Receivables and the other Trust
Property being serviced by it under the subservicing agreement.

(e) Notwithstanding any subservicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer or a subservicer or reference to actions taken through such Persons or
otherwise, the Servicer shall remain obligated and liable to the Trust, the
Trustee and the Certificateholders for the servicing and administering of the
Receivables and the other Trust Property in accordance with the provisions of
this Agreement (including for the deposit of payments received by a
subservicer, irrespective of whether such payments are actually remitted to the
Servicer or deposited in the Collection Account by such subservicer, provided
that if such amounts are so deposited, the Servicer shall have no further
obligation to do so) without diminution of such obligation or liability by
virtue of such subservicing agreements or arrangements or by virtue of
indemnification from a subservicer, to the same extent and under the same terms
and conditions as if the Servicer alone were servicing and administering the
Receivables and the other Trust Property. The Servicer shall be entitled to
enter into any agreement with a subservicer for indemnification of the Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

(f) In the event the Servicer shall for any reason no longer
be acting as such (including by reason of the occurrence of an Event of
Servicing Termination), the successor Servicer may, in its discretion,
thereupon assume all of the rights and obligations of the outgoing Servicer
under a subservicing agreement. In such event, the successor Servicer shall be
deemed to have assumed all of the Servicer's interest therein and to have
replaced the outgoing Servicer as a party to such subservicing agreement to the
same extent as if such subservicing agreement had been assigned to the
successor Servicer, except that the outgoing Servicer shall not thereby be
relieved of any liability or obligation on the part of the outgoing Servicer to
the subservicer under such subservicing agreement. The outgoing Servicer
shall, upon request of the Trustee, but at the expense of the outgoing
Servicer, deliver to the successor Servicer

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all documents and records relating to each such subservicing agreement and the
Receivables and the other Trust Property then being serviced thereunder and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the subservicing
agreement to the successor Servicer. In the event that the successor Servicer
elects not to assume a subservicing agreement, such subservicing agreement
shall be immediately cancelable by the successor Servicer upon written notice
to the subservicer and the outgoing Servicer, at its expense, shall cause the
subservicer to deliver to the successor Servicer all documents and records
relating to the Receivables and the other Trust Property being serviced
thereunder and all amounts held (or thereafter received) by such subservicer
(together with an accounting of such amounts) and shall otherwise use its best
efforts to effect the orderly and efficient transfer of servicing of the
Receivables and the other Trust Property being serviced by such subservicer to
the successor Servicer.

SECTION 3.2. Collection of Receivable Payments. The Servicer
shall make reasonable efforts to collect all payments called for under the
terms and provisions of the Receivables as and when the same shall become due
and shall follow such collection procedures as it follows with respect to all
comparable commercial vehicle receivables that it services for itself and
others. The Servicer will not increase or decrease the number or amount of any
Scheduled Payment, or the Amount Financed under a Receivable or the APR of a
Receivable, or extend, rewrite or otherwise modify the payment terms of a
Receivable; provided, however, that the Servicer may extend a Receivable for
credit related reasons that would be acceptable to the Servicer with respect to
comparable commercial vehicle receivables that it services for itself and
others and in accordance with its customary standards, policies and procedures
if the cumulative extensions with respect to any Receivable shall not cause the
term of such Receivable to extend beyond the Final Scheduled Maturity Date;
provided, further, that such extensions will not be made if the extensions
would modify the terms of such Receivable in such a manner so as to constitute
a cancellation of such Receivable and the creation of a new Receivable for
federal income tax purposes. In the event that the Servicer fails to comply
with the provisions of the preceding sentence, the

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Servicer shall be required to purchase the Receivable or Receivables affected
thereby, for the Purchase Amount, in the manner specified in Section 3.6 as of
the first day of the Collection Period following the Collection Period in which
such failure occurs.

SECTION 3.3. Realization upon Receivables. On behalf of the
Trust, the Servicer shall charge off a delinquent Receivable in accordance with
its customary standards and shall use its best efforts to repossess and
liquidate the Financed Vehicle securing any Defaulted Receivable as soon as
feasible after default, in accordance with the standard of care required by
Section 3.1. In taking such action, the Servicer shall follow such customary
and usual practices and procedures as it shall deem necessary or advisable in
its servicing of comparable commercial vehicle receivables, and as are
otherwise consistent with the standard of care required under Section 3.1,
which shall include the exercise of any rights of recourse to Dealers under the
Dealer Agreements. The Servicer shall be entitled to recover all reasonable
expenses incurred by it in the course of repossessing and liquidating a
Financed Vehicle into cash proceeds, but only out of the cash proceeds of such
Financed Vehicle and any deficiency obtained from the Obligor. The foregoing
shall be subject to the provision that, in any case in which a Financed Vehicle
shall have suffered damage, the Servicer shall not expend funds in connection
with the repair or the repossession of such Financed Vehicle unless it shall
determine in its discretion that such repair and/or repossession will increase
the Liquidation Proceeds of the related Receivable by an amount equal to or
greater than the amount of such expenses.

If the Servicer elects to commence a legal proceeding to
enforce a Dealer Agreement, the act of commencement shall be deemed to be an
automatic assignment from the Trustee to the Servicer of the rights of recourse
under such Dealer Agreement. If, however, in any enforcement suit or legal
proceeding, it is held that the Servicer may not enforce a Dealer Agreement on
the grounds that it is not a real party in interest or a Person entitled to
enforce the Dealer Agreement, the Trustee, at the Servicer's expense, shall
take such steps as the Servicer deems necessary to enforce the Dealer

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Agreement, including bringing suit in its name or the names of the
Certificateholders.

SECTION 3.4. Maintenance of Security Interests in Financed
Vehicles. The Servicer, in accordance with the standard of care required under
Section 3.1, shall take such steps as are necessary to maintain perfection of
the security interest created by each Receivable in the related Financed
Vehicle. The Trustee, on behalf of the Trust, hereby authorizes the Servicer,
and the Servicer hereby agrees, to take such steps as are necessary and
customary in accordance with the Servicer's ordinary procedures to re-perfect
such security interest in the event the Servicer receives notice of the
relocation of a Financed Vehicle to a location in the United States of America
or Canada or for any other reason.

SECTION 3.5. Covenants of Servicer. The Servicer makes the
following covenants on which the Trustee relies in accepting the Trust Property
in trust and in executing and authenticating the Certificates:

(i) Security Interest to Remain in Force. The Servicer will
not release the Financed Vehicle securing a Receivable from the
security interest granted by the Receivable in whole or in part,
except as contemplated herein or voluntarily allow an Obligor to
relocate outside the United States of America or Canada.

(ii) No Impairment. The Servicer will not (nor will it
permit any subservicer to) impair in any material respect the rights
of the Certificateholders in the Receivables or, subject to clause
(iii) and (iv) below, otherwise amend or alter the terms thereof if,
as a result of such amendment or alteration, the interests of the
Trust and the Certificateholders hereunder would be materially
adversely affected.

(iii) Amendments. The Servicer will not increase or decrease
the number or amount of Scheduled Payments or the Amount Financed
under a Receivable, or extend, rewrite or otherwise modify the payment
terms of a Receivable, except pursuant to Section 3.2.

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(iv) Extensions. The Servicer will not extend a Receivable
except in accordance with Section 3.2.

SECTION 3.6. Purchase by Servicer upon Breach. The Seller,
the Servicer or the Trustee, as the case may be, shall inform the other parties
to this Agreement promptly, in writing, upon the discovery of any breach of
Section 3.2, 3.4 or 3.5. Subject to Section 3.2, unless the breach shall have
been cured by the last day of the Collection Period which includes the 60th day
after the date on which the Servicer becomes aware of, or receives written
notice of, such breach or failure, the Servicer shall purchase from the Trustee
the Receivable or Receivables, the interests of the Trust and the
Certificateholders in which are materially and adversely affected by the breach
or failure, on the Distribution Date immediately following such Collection
Period but with effect from the first day of the Collection Period in which
such Distribution Date occurs. In consideration of the purchase of a
Receivable hereunder, the Servicer shall remit the Purchase Amount of such
Receivable in the manner specified in Section 4.5. Except as provided in
Section 8.2, the sole remedy of the Trust, the Trustee, or the
Certificateholders against the Servicer with respect to a breach pursuant to
Section 3.2, 3.4 or 3.5 shall be to require the Servicer to purchase
Receivables pursuant to this Section 3.6.

SECTION 3.7. Servicing Compensation. The "Servicing Fee"
with respect to a Collection Period shall be an amount equal to one-twelfth of
the product of the Servicing Rate and the Pool Balance as of the first day of
such Collection Period. If it is acceptable to each Rating Agency without a
reduction in the rating of the Class A Certificates, the Servicing Fee in
respect of a Collection Period (together with any portion of a Servicing Fee
that remains unpaid from prior Collection Periods) at the option of the
Servicer may be paid at or as soon as possible after the beginning of such
Collection Period. As additional servicing compensation, the Servicer shall
also be entitled to all administrative fees and charges (including late fees
and charges) collected (from whatever source) on the Receivables (the
"Supplemental Servicing Fee") and, to the extent not required to be deposited
in the Class A Reserve Fund pursuant to subsection 4.7(g), investment earnings
on amounts on deposit in the Collection Account and the

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Payahead Account. The Servicer shall be required to pay all expenses incurred
by it in connection with its activities hereunder (including fees and expenses
of the Trustee (and any custodian appointed by the Trustee) and independent
accountants, any subservicer, taxes imposed on the Servicer or any subservicer
(to the extent not paid by such subservicer), and expenses incurred in
connection with distributions and reports to the Certificateholders) except
expenses incurred in connection with realizing upon Receivables under Section
3.3.

SECTION 3.8. Servicer's Certificate. On or before the
Determination Date immediately preceding each Distribution Date, the Servicer
shall deliver to the Trustee, the Payahead Agent, the Class A Agent, the Class
B Agent and the Seller a certificate of a Servicing Officer substantially in
the form of Exhibit C hereto (a "Servicer's Certificate") and attached to a
Servicer's report, in form and substance acceptable to the Trustee, containing
all information necessary to make the transfers and distributions pursuant to
Sections 4.3, 4.4, 4.5 and 4.6, and all information necessary for the Trustee
to send statements to Certificateholders pursuant to Section 4.9. The Servicer
also shall separately identify (by account number of the Receivable as it
appears in the related Schedule of Receivables) in a written notice to the
Trustee and the Seller the Receivables to be repurchased by the Seller or to be
purchased by the Servicer, as the case may be, on the related Distribution
Date, and each Receivable which became a Defaulted Receivable during the
related Collection Period.

SECTION 3.9. Annual Statement as to Compliance. (a) The
Servicer shall deliver to the Trustee, on or before March 31 of each year,
commencing March 31, 1998, an Officer's Certificate, stating that (i) a review
of the activities of the Servicer during the preceding calendar year (or longer
period, in the case of the first such Officer's Certificate) and of its
performance of its obligations under this Agreement has been made under such
officer's supervision and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all its obligations under this
Agreement throughout such year (or longer period, in the case of the first such
certificate), or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the

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nature and status thereof. A copy of such certificate may be obtained by any
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

(b) The Servicer shall deliver to the Trustee and the Seller
promptly upon having knowledge thereof, but in no event later than five
Business Days thereafter, written notice in an Officer's Certificate of any
event which constitutes or, with the giving of notice or lapse of time, or
both, would become, an Event of Servicing Termination under Section 9.1.

SECTION 3.10. Annual Independent Certified Public
Accountants' Reports. The Servicer shall cause a firm of independent certified
public accountants (who may also render other services to the Servicer, the
Seller or MBCC) to deliver to the Trustee on or before March 31 of each year,
commencing March 31, 1998, a report addressed to the Board of Directors of the
Servicer and to the Trustee with respect to the preceding calendar year (or
longer period, in the case of the first such report) to the effect that such
firm has audited the financial statements of the Servicer and issued its report
thereon and that such audit (1) was made in accordance with generally accepted
auditing standards, (2) included tests relating to commercial vehicle loans and
retail installment contracts serviced for others in accordance with the
requirements of the Uniform Single Audit Program for Mortgage Bankers (the
"Program"), to the extent the procedures in such Program are applicable to the
servicing obligations set forth in this Agreement, and (3) except as described
in the report, disclosed no exceptions or errors in the records relating to
commercial vehicle loans and retail installment contracts serviced for others
that, in the firm's opinion, paragraph four of such Program requires such firm
to report. Such report shall also indicate that the firm is independent with
respect to the Seller and the Servicer within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.
A copy of such report may be obtained by any Certificateholder by a request in
writing to the Trustee addressed to the Corporate Trust Office.

SECTION 3.11. Access to Certain Documentation and Information
Regarding Receivables. The Servicer

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shall provide the Trustee and the Certificateholders with access to the
Receivable Files (in the case of the Certificateholders, where the
Certificateholder shall be required by applicable statutes or regulations to
have access to such documentation). Such access shall be afforded without
charge, but only upon reasonable request and during normal business hours at
the offices of the Servicer, and, prior to the occurrence of an Event of
Servicing Termination or an event which with the passage of time and delivery
of notice would constitute an Event of Servicing Termination, only to the
extent that such access does not disrupt the Servicer's normal business
operations and does not adversely affect the Servicer's ability to perform its
obligations under this Agreement. Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors, and the failure of the Servicer to
provide access to information as a result of such obligation shall not
constitute a breach of this Section. Any Certificateholder, by its acceptance
of a Certificate, shall be deemed to have agreed to keep all information
obtained by it pursuant to this Section confidential except as may be required
by applicable law and not to use any such information except as permitted by,
or to enforce, this Agreement.

SECTION 3.12. Reports to the Commission. The Servicer shall,
on behalf of the Trust, cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
thereunder. The Seller shall, at its expense, cooperate in any reasonable
request made by the Servicer in connection with such filings. The Servicer
shall provide copies of any such reports to the Trustee.

SECTION 3.13. Reports to the Rating Agency. The Servicer
shall deliver to each Rating Agency, at such address as each Rating Agency may
request, a copy of all reports or notices furnished or delivered pursuant to
this Article and a copy of any amendments, supplements or modifications to this
Agreement and any subservicing agreement and any other information reasonably
requested by such Rating Agency to monitor this transaction.

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ARTICLE IV

Distributions; Reserve Funds;
Statements to Certificateholders

SECTION 4.1. Accounts. (a) The Trustee shall establish the
Collection Account and the Certificate Account in the name of the Trustee for
the benefit of the Certificateholders. The Collection Account and the
Certificate Account shall at all times each be an Eligible Deposit Account and
shall each be initially established and maintained with the Trustee. If the
Servicer is required to remit collections pursuant to the first sentence of
Section 4.2, all amounts held in the Collection Account shall, to the extent
permitted by applicable law, rules and regulations, be invested, as directed in
writing by the Servicer, by the bank or trust company then maintaining the
Collection Account in Eligible Investments that mature not later than the
Distribution Date for the Collection Period to which such amounts relate, and
such Eligible Investments shall be held to maturity; provided, however, that it
is understood and agreed that neither the Trustee nor the Payahead Agent shall
be liable for any loss arising from investments in Eligible Investments. On
each Distribution Date, all interest and other income (net of losses and
investment expenses) on funds on deposit in the Collection Account during the
preceding Collection Period shall be withdrawn from the Collection Account at
the direction of the Servicer and, so long as MBCC is the Servicer, deposited
in the Class A Reserve Fund in an amount not to exceed the aggregate Shortfall
Amount for the related Collection Period to the extent specified in Section
4.7(g) and any remaining investment income shall be paid to the Servicer.
Amounts in the Certificate Account shall not be invested.

(b) The Trustee shall establish the Payahead Account in the
name of the Payahead Agent for the benefit of the Obligors. The Payahead
Account shall at all times be an Eligible Deposit Account and shall be
initially established and maintained with the Payahead Agent. All amounts held
in the Payahead Account shall be invested, as directed in writing by the
Servicer, by the bank or trust company then maintaining the Payahead Account in
Eligible Investments that mature not later than the Distribution Date for the
Collection Period to which such amounts relate and such Eligible Investments
shall be

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held to maturity; provided, however, that it is understood and agreed that
neither the Trustee nor the Payahead Agent shall be liable for any loss arising
from investments in Eligible Investments. On each Distribution Date, all
interest and other income (net of losses and investment expenses) on funds on
deposit in the Payahead Account during the preceding Collection Period shall be
withdrawn from the Payahead Account at the direction of the Servicer and, so
long as MBCC is the Servicer, deposited in the Class A Reserve Fund in an
amount not to exceed the aggregate Shortfall Amount for the related Collection
Period to the extent specified in Section 4.7(g) and any remaining investment
income shall be paid to the Servicer. In no event shall the Payahead Account
be property of the Trust or security for the Certificates.

(d) Notwithstanding the provisions of clause (b) above and of
Section 4.6(a)(ii), for so long as (i) MBCC is the Servicer, (ii) the Servicing
Guaranty Agreement is in full force and effect and the rating of DBNA's
short-term unsecured debt is at least P-1 by Moody's and at least A-1 by S&P,
and (iii) no Event of Servicing Termination shall have occurred (each, a
"Monthly Remittance Condition"), Payaheads need not be remitted to and
deposited in the Payahead Account but instead may be held by the Servicer. So
long as such Monthly Remittance Conditions are met, the Servicer shall not be
required to segregate or otherwise hold separate any Payaheads remitted to the
Servicer as aforesaid but shall be required to remit Payaheads to the
Certificate Account in accordance with Section 4.6(a)(ii). At any time a
Monthly Remittance Condition is not met, the Servicer shall deposit in the
Payahead Account, as soon as practicable but in no event after the close of
business on the second Business Day after such Monthly Remittance Condition
ceases to be met or, if later, the close of business on the second Business Day
after receipt thereof the amount of any Payaheads then held or received by it.
Notwithstanding the foregoing, if a Monthly Remittance Condition is not
satisfied the Servicer may utilize, with respect to Payaheads, an alternative
remittance schedule (which may include the remittance schedule utilized by the
Servicer before the Monthly Remittance Condition became unsatisfied), if the
Servicer provides to the Payahead Agent

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written confirmation from the Rating Agencies that such alternative remittance
schedule will not result in the downgrading or withdrawal by the Rating
Agencies of the ratings then assigned to the Class A Certificates. The
Payahead Agent shall not be deemed to have knowledge of any event or
circumstance under clause (iii) of the first sentence of this Section 4.1(d)
that would require remittance of the Payaheads to the Payahead Account unless
the Payahead Agent has received notice of such event or circumstance from the
Seller or the Servicer in an Officer's Certificate or from the Holders of
Certificates (excluding from such calculation any Certificates held by the
Seller or its Affiliates) evidencing not less than 25% of the sum of the Class
A Principal Balance and the Class B Principal Balance (excluding from such
calculation any Certificates held by the Seller or its Affiliates) or unless an
Authorized Officer in the Corporate Trust Office with knowledge hereof and
familiarity herewith has actual knowledge of such event or circumstance.

(e) The Servicer shall be permitted to remit to any
Obligor, upon the request of such Obligor, the Payahead Balance with respect to
such Obligor's Receivable or such lesser amount requested by such Obligor, in
accordance with the Servicer's customary standards, policies and procedures, to
the extent that such amount is not then due on such Receivable. The Payahead
Agent shall remit to any Obligor, upon request of the Servicer following
receipt by the Servicer of such a request by the Obligor, the Payahead Balance
with respect to such Obligor's Receivable, or such lesser amount requested by
such Obligor, or the Servicer, as applicable, to the extent that such amount is
not then due on such Receivable. Upon any such remittance, such Payahead
Balance shall be reduced by the amount of such remittance.

SECTION 4.2. Collections. (a) The Servicer shall remit to
the Collection Account (i) all payments by or on behalf of the Obligors with
respect to the Receivables (excluding amounts received by the Servicer with
respect to Excess Amounts, Payaheads and Supplemental Servicing Fees) and (ii)
all Liquidation Proceeds and Recoveries, received by the Servicer during any
Collection Period (such amounts and the proceeds thereof, "Collection Account
Property"), as soon as practicable, but in no event after the close of business
on the second

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Business Day after receipt thereof. MBCC, so long as it is acting as the
Servicer, may make remittances of collections on a less frequent basis than
that specified in the immediately preceding sentence so long as, and only for
so long as, specific terms and conditions set forth below in this Section 4.2
are fulfilled. Accordingly, notwithstanding the provisions of the first
sentence of this Section 4.2, the Servicer shall remit collections received
during a Collection Period to the Collection Account in immediately available
funds on the related Distribution Date but only for so long as each Monthly
Remittance Condition is satisfied. Notwithstanding the foregoing, if a Monthly
Remittance Condition is not satisfied the Servicer may utilize an alternative
remittance schedule (which may include the remittance schedule utilized by the
Servicer before the Monthly Remittance Condition became unsatisfied), if the
Servicer provides to the Trustee written confirmation from the Rating Agencies
that such alternative remittance schedule will not result in the downgrading or
withdrawal by the Rating Agencies of the ratings then assigned to the Class A
Certificates. The Trustee shall not be deemed to have knowledge of any event
or circumstance under clause (iii) of the definition of Monthly Remittance
Condition that would require remittance by the Servicer to the Collection
Account pursuant to the first sentence of this Section 4.2(a) unless the
Trustee has received notice of such event or circumstance from the Seller or
the Servicer in an Officer's Certificate or from the Holders of Certificates
(excluding from such calculation any Certificates held by the Seller or its
Affiliates) evidencing not less than 25% of the sum of the Class A Principal
Balance and the Class B Principal Balance (excluding from such calculation any
Certificates held by the Seller or its Affiliates) or an Authorized Officer in
the Corporate Trust Office with knowledge hereof or familiarity herewith has
actual knowledge of such event or circumstance.

(b) Notwithstanding the provisions of Section 4.2(a) hereof,
the Servicer may retain, or will be entitled to be reimbursed, from amounts
otherwise payable into, or on deposit in, the Collection Account with respect
to a Collection Period any amounts previously deposited in the Collection
Account but later determined to have resulted from mistaken deposits or
postings or checks returned unpaid for insufficient funds or other reasons, in
each case, with respect to which the Servicer

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has not been previously reimbursed hereunder. The amount to be retained or
reimbursed hereunder shall not be included in collections with respect to the
related Distribution Date.

SECTION 4.3. Application of Collections. For the purposes of
this Agreement, all collections with respect to each Receivable (other than
amounts received by the Servicer with respect to Excess Amounts and the
Supplemental Servicing Fee) in each Collection Period shall be applied by the
Servicer as follows:

Payments by or on behalf of the Obligor with respect
to such Receivable shall be applied first, to reduce Outstanding
Advances as described in Section 4.4(a) below. Next, any excess shall
be applied to the Scheduled Payment for such Collection Period in
respect of such Receivable. Any remaining excess shall be applied to
prepay the Receivable, but only if the sum of such excess and the
existing Payahead Balance in respect of such Receivable shall be
sufficient to prepay such Receivable in full. Otherwise, any such
remaining excess shall constitute a Payahead, and shall increase the
Payahead Balance.

SECTION 4.4. Advances. (a) As of the last day of each
Collection Period other than the Collection Period in which a Receivable is
paid in full, if the payments during such Collection Period by or on behalf of
the Obligor on or in respect of a Receivable after application under Section
4.3 shall be less than the Scheduled Payment in respect of such Receivable, the
Payahead Balance for such Receivable shall be applied to the extent of the
shortfall, and such Payahead Balance shall be reduced accordingly. Next,
subject to Section 4.4(b), an Advance shall be made by the Servicer to the
extent of any remaining shortfall in respect of such Receivable. Outstanding
Advances with respect to a Receivable shall be reduced by subsequent payments
by or on behalf of the related Obligor, collections of Liquidation Proceeds and
Recoveries in respect of the related Receivable, and payment of the Purchase
Amount.

If the Servicer shall determine that an Outstanding Advance
with respect to any Receivable shall not be recoverable as described in the
preceding paragraph,

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the Servicer shall be reimbursed from any collections credited to payments made
on other Receivables in the Trust (including Liquidation Proceeds and
Recoveries), and Outstanding Advances with respect to such Receivable shall be
reduced accordingly.

(b) The Servicer may elect not to make an Advance with
respect to a Receivable to the extent that the Servicer, in its sole
discretion, does not expect to recover such Advance from subsequent payments on
such Receivable.

SECTION 4.5. Additional Deposits. Advances pursuant to
Section 4.4(a), Purchase Amounts pursuant to Sections 2.5 and 3.6 and amounts
to be deposited by the Servicer pursuant to Section 11.2 with respect to a
Collection Period shall be deposited in the Collection Account in immediately
available funds no later than 10:00 a.m., New York City time, on the
Distribution Date related to such Collection Period. The Trustee shall deposit
in the Certificate Account on such Distribution Date the aggregate of any
amounts received from the Class A Reserve Fund pursuant to Section 4.7(f) and
amounts otherwise received pursuant to the Shortfall Amount Agreement on the
date of receipt thereof.

SECTION 4.6. Distributions. (a) On each Distribution Date,
the Trustee shall cause to be made the following transfers and distributions in
the amounts set forth in the Servicer's Certificate for such Distribution Date:

(i) From the Collection Account to the
Certificate Account, in immediately available funds, the Total
Available Amount then on deposit in the Collection Account; provided,
however, that in the event that the Servicer is required to make
deposits to the Collection Account pursuant to the first sentence of
Section 4.2(a), the amount of the funds transferred from the
Collection Account to the Certificate Account will include only those
funds that were deposited in the Collection Account for the Collection
Period related to such Distribution Date.

(ii) From the Payahead Account, or from
the Servicer in the event the provisions of

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Section 4.1(d) above are applicable, to the Certificate Account, in
immediately available funds, (x) the aggregate portion of Payaheads
constituting Scheduled Payments or prepayments in full for the
Collection Period related to such Distribution Date, required by
Sections 4.3 and 4.4(a), and (y) the Payahead Balance, if any,
relating to any Purchased Receivable.

(iii) From the Collection Account to the
Servicer, in immediately available funds, repayment of Outstanding
Advances, made pursuant to Section 4.4(a), to the extent of amounts
available hereunder for such purpose.

(b) The Servicer shall on each Determination Date calculate
the Total Available Amount, the Available Interest, the Available Principal,
the Shortfall Amount, the Class A Distributable Amount, the Class B
Distributable Amount and the Retained Yield, and, based on the Total Available
Amount and the other distributions to be made on such Distribution Date,
determine the amount distributable to Certificateholders of each Class and to
the Seller as Retained Yield.

(c) On each Distribution Date, the Trustee (based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 3.9) shall, subject to Section 4.6(d)
hereof, make the following distributions in the following order of priority:

(i) first, to the Servicer, from the
Available Interest (pro rata from the Class A Percentage and the Class
B Percentage of Available Interest), the Servicing Fee and all unpaid
Servicing Fees from prior Collection Periods;

(ii) second, to the Class A
Certificateholders, an amount equal to the sum of the Class A Interest
and any outstanding Class A Interest Carryover Shortfall as of the
close of business on the preceding Distribution Date, such amount to
be paid (A) first, from the Class A Percentage of Available Interest
(as such Available Interest has been reduced by Servicing Fee
payments), (B) second, to the extent such amount is insufficient, from
the

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Class A Reserve Fund; (C) third, to the extent such amounts are
insufficient, from the Class B Percentage of Available Interest (as
such Available Interest has been reduced by Servicing Fee payments)
and (D) fourth, to the extent such amounts are insufficient, from the
Class B Percentage of Available Principal.

(iii) third, to the Class B
Certificateholders, an amount equal to the sum of the Class B Interest
and any outstanding Class B Interest Carryover Shortfall as of the
close of business on the preceding Distribution Date, such amount to
be paid (A) first, from Available Interest (as such Available Interest
has been reduced by payments pursuant to clauses (i) and (ii) above),
and (B) second, to the extent such amount is insufficient, from the
Class B Reserve Fund;

(iv) fourth, to the Class A
Certificateholders, an amount equal to the sum of the Class A
Principal for such Distribution Date and any outstanding Class A
Principal Carryover Shortfall as of the close of business on the
preceding Distribution Date, such amount to be paid (A) first, from
the Class A Percentage of the Available Principal, (B) second, to the
extent such amount is insufficient, from Available Interest (as
reduced by distributions pursuant to clauses (i), (ii), and (iii)
above), (C) third, to the extent such amounts are insufficient, from
the Class A Reserve Fund, and (D) fourth, to the extent such amounts
are insufficient, from the Class B Percentage of Available Principal;

(v) fifth, to the Class B
Certificateholders, an amount equal to the sum of the Class B
Principal and any outstanding Class B Principal Carryover Shortfall as
of the close of business on the preceding Distribution Date, such
amount to be paid (A) first, from the Class B Percentage of Available
Principal, (B) second, to the extent such amount is insufficient, from
remaining Available Interest (as reduced by distributions pursuant to
clauses (i), (ii), (iii) and (iv) above), and (C) third, to the extent
such amounts are insufficient, from the Class B Reserve Fund; and

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(vi) sixth, to the extent there are
remaining funds consisting of Available Interest, an amount equal to
the Retained Yield for such Distribution Date, plus any Retained Yield
remaining unpaid from prior Distribution Dates, shall be paid:

(A) first, to the Class A Reserve Fund
in an amount equal to the excess of the Specified Class A
Reserve Balance over the amount on deposit therein after
giving effect to any deposit thereto on such Distribution Date
pursuant to Section 4.7(g);

(B) second, to the Class B Reserve
Fund in an amount equal to the excess of the Specified Class B
Reserve Balance over the amount on deposit therein; and

(d) The rights of the Class B Certificateholders to receive
distributions in respect of the Class B Certificates shall be and hereby are
subordinated, to the extent set forth in Section 4.6(c), to the rights of the
Class A Certificateholders to receive distributions in respect of the Class A
Certificates and the rights of the Servicer to receive the Servicing Fee (and
any accrued and unpaid Servicing Fee from prior Collection Periods) in the
event of delinquency or defaults on the Receivables. The rights of the Seller
to receive distributions in respect of the Retained Yield shall be and hereby
are subordinated, to the extent set forth in Section 4.6(c), to the rights of
the Class A Certificateholders to receive distributions in respect of the Class
A Certificates, the rights of the Class B Certificateholders to receive
distributions in respect of the Class B Certificates, and the rights of the
Servicer to receive the Servicing Fee (and any accrued and unpaid Servicing Fee
from prior Collection Periods) in the event of delinquency or defaults on the
Receivables. Upon the written instructions of the Servicer included in the
Servicer's Certificate delivered on the related Determination Date pursuant to
Section 3.8, the Class A Agent and the Class B Agent shall release amounts
available in the Class A Reserve Fund and the Class B Reserve Fund,
respectively, as provided in Section 4.6(c) and distribute such amounts

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to the Trustee for application in accordance with Section 4.6(c).

(e) Subject to Section 11.1 with respect to the final payment
upon retirement of each Certificate, the Servicer shall on each Distribution
Date instruct the Trustee to distribute to each Certificateholder of record on
the preceding Record Date either by wire transfer, in immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder is the Seller or a
Clearing Agency that shall have provided to the Servicer appropriate
instructions prior to such Distribution Date, or, if not, by check mailed to
such Certificateholder (such check to be mailed as soon as reasonably
practicable on or after such Distribution Date) at the address of such
Certificateholder appearing in the Certificate Register, the amounts to be
distributed to such Certificateholder pursuant to such Holder's Certificates.

SECTION 4.7. Subordination; Reserve Funds; Priority of
Distributions.

(a) (i) In order to effectuate the subordination
provided for herein and to provide for the payment of Shortfall
Amounts, there shall be established by the Seller and maintained by
each of the Class A Agent and the Class B Agent separate Eligible
Deposit Accounts to include the money and other property deposited and
held therein pursuant to this subsection 4.7(a)(i) and subsections
4.7(a)(ii) and 4.7(b) (the "Class A Reserve Fund" and the "Class B
Reserve Fund," respectively). On the date of issuance of the
Certificates, the Seller shall deposit the Class A Reserve Initial
Deposit, if any, into the Class A Reserve Fund, and the Class B
Reserve Initial Deposit, if any, into the Class B Reserve Fund.
Neither the Class A Reserve Fund nor the Class B Reserve Fund shall be
part of the Trust. Each of the Class A Certificateholders, on behalf
of itself and its successors and assigns (including, but not limited
to, any future Holder of a Class A Certificate), hereby appoints
Citibank, N.A., acting in its capacity as agent for the purposes of
this Section 4.7 and not as Trustee, as its agent with respect to the
Class A Reserve Fund and the Class A

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Reserve Fund Property (the "Class A Agent"), and the Class A Agent
hereby accepts such appointment. Each of the Class B
Certificateholders, on behalf of itself and its successors and assigns
(including, but not limited to, any future Holder of a Class B
Certificate), hereby appoints Citibank, N.A., acting in its capacity
as agent for the purposes of this Section 4.7 and not as Trustee, as
its agent with respect to the Class B Reserve Fund and the Class B
Reserve Fund Property (the "Class B Agent"), and the Class B Agent
hereby accepts such appointment.

(ii) In order to provide for the prompt
payment to the Class A Certificateholders and the Class B
Certificateholders, in accordance with Sections 4.6(c) and 4.6(d), to
give effect to the subordination provided for herein, and to assure
availability of the amounts maintained in the Class A Reserve Fund and
the Class B Reserve Fund:

(A) The Seller, as owner of the
Retained Yield, on behalf of itself and its successors and
assigns, hereby collaterally assigns, conveys, and transfers
to the Class A Agent, the Class A Reserve Initial Deposit and
all proceeds thereof (but excluding investment earnings
attributable to Class A Reserve Fund Property and proceeds
attributable thereto), and grants a security interest to the
Class A Agent and its successors and assigns, in the Class A
Reserve Initial Deposit and all proceeds thereof (but
excluding investment earnings attributable to Class A Reserve
Fund Property and proceeds attributable thereto); and

(B) The Seller, as owner of the
Retained Yield, on behalf of itself and its successors and
assigns, hereby collaterally assigns, conveys, and transfers
to the Class A Agent, all its right, title, and interest in
and to the Class A Reserve Fund, and all proceeds of the
foregoing, including, without limitation, all other amounts
and Eligible Investments (but excluding investment earnings
attributable to Class A Reserve Fund Property and proceeds
attributable thereto) held from time to time in the Class A
Reserve Fund, and

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grants a security interest to the Class A Agent and its
successors and assigns, in and to the Class A Reserve Fund,
and all proceeds of the foregoing, including without
limitation, all other amounts and Eligible Investments (but
excluding investment earnings attributable to Class A Reserve
Fund Property and proceeds attributable thereto) held from
time to time in the Class A Reserve Fund, in each case, to
secure the payment of the Class A Distributable Amount
provided for in Section 4.6 and this Section;

(all of the foregoing non-excluded amounts, subject to the limitations
set forth below, the "Class A Reserve Fund Property"), to have and to
hold all the aforesaid property, rights and privileges unto the Class
A Agent, its successors and assigns, in trust for the uses and
purposes, and subject to the terms and provisions, set forth in this
Section 4.7. The Class A Agent hereby acknowledges such transfer and
accepts the trust hereunder and shall hold and distribute the Class A
Reserve Fund Property in accordance with the terms and provisions of
this Section 4.7; and

(C) In the event a Class B Reserve
Initial Deposit is made, the Seller, as owner of the Retained
Yield, on behalf of itself and its successors and assigns,
shall collaterally assign, convey, and transfer to the Class B
Agent, the Class B Reserve Initial Deposit and all proceeds
thereof (but excluding investment earnings attributable to
Class B Reserve Fund Property and proceeds attributable
thereto), and grant a security interest to the Class B Agent
and its successors and assigns, in the Class B Reserve Initial
Deposit and all proceeds thereof (but excluding investment
earnings attributable to Class B Reserve Fund Property and
proceeds attributable thereto);

(D) The Seller, as owner of the
Retained Yield, on behalf of itself and its successors and
assigns, hereby collaterally assigns, conveys, and transfers
to the Class B Agent, all its right, title, and interest in

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and to the Class B Reserve Fund, and all proceeds of the
foregoing, including, without limitation, all other amounts
and Eligible Investments (but excluding investment earnings
attributable to Class B Reserve Fund Property and proceeds
attributable thereto) held from time to time in the Class B
Reserve Fund, and grants a security interest to the Class B
Agent, in and to the Class B Reserve Fund, and all proceeds of
the foregoing, including without limitation, all other amounts
and Eligible Investments (but excluding investment earnings
attributable to Class B Reserve Fund Property and proceeds
attributable thereto) held from time to time in the Class B
Reserve Fund,in each case, to secure the payment of the Class
B Distributable Amount provided for in Section 4.6 and this
Section;

(all of the foregoing non-excluded amounts, subject to the limitations
set forth below, the "Class B Reserve Fund Property"), to have and to
hold all the aforesaid property, rights and privileges unto the Class
B Agent, its successors and assigns, in trust for the uses and
purposes, and subject to the terms and provisions, set forth in this
Section 4.7. The Class B Agent hereby acknowledges such transfer and
accepts the trust hereunder and shall hold and distribute the Class B
Reserve Fund Property in accordance with the terms and provisions of
this Section 4.7.

(iii) The trusts established pursuant to
this Section 4.7 shall not under any circumstances be deemed to be
part of or otherwise included in the Trust. Any amounts deposited in
the Class A Reserve Fund or the Class B Reserve Fund will be deemed to
have been paid to the Seller. For federal income tax purposes, the
Seller shall treat all amounts deposited in the Class A Reserve Fund
or Class B Reserve Fund that would have been distributed to the Seller
as Retained Yield but for the application of Section 4.6(c)(vi) as
having been received by the Seller and shall treat all the income
earned on the Class A Reserve Fund or Class B Reserve Fund as its
income.

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(b) If, on any Distribution Date, the principal
amount of Class A Reserve Fund Property (after taking into account any
withdrawals from and deposits into the Class A Reserve Fund pursuant to
Sections 4.6 and 4.7) is greater than the Specified Class A Reserve Balance for
such Distribution Date, the Class A Agent shall upon the written instruction of
the Servicer, release such excess from the Class A Reserve Fund and (i) if the
principal amount of the Class B Reserve Fund Property (after taking into
account any withdrawals from and deposits in the Class B Reserve Fund pursuant
to Section 4.6) is less than the Specified Class B Reserve Balance for such
Distribution Date, deposit such excess, to the extent of such shortfall, in the
Class B Reserve Fund and (ii) to the extent that the principal amount of the
Class B Reserve Fund Property (after taking into account any withdrawals from
and deposits in the Class B Reserve Fund pursuant to Section 4.6) is equal to
or greater than the Specified Class B Reserve Balance for such Distribution
Date, release to the Trustee and the Trustee, at the instruction of the
Servicer, shall distribute to the Seller, the amount of the excess. Amounts
properly released from the Class A Reserve Fund and deposited in the Class B
Reserve Fund or distributed to the Seller pursuant to Section 4.6(c) or this
Section 4.7(b), either directly from the Certificate Account without deposit in
the Class A Reserve Fund and/or the Class B Reserve Fund or from the Class A
Reserve Fund and/or the Class B Reserve Fund, shall be deemed released from the
trust established by this Section 4.7, and neither the Trustee, the Class A
Certificateholders, nor the Class B Certificateholders shall have any further
claim upon any such distributed amounts. The delivery of the Servicer's
Certificate pursuant to Section 3.8 shall, unless otherwise specified by the
Servicer, be deemed an appropriate written instruction for purposes of this
Section 4.7(b).

(c) If, on any Distribution Date, the principal
amount of Class B Reserve Fund Property (after taking into account any
withdrawals from and deposits in the Class B Reserve Fund pursuant to Section
4.6) is greater than the Class B Specified Reserve Balance for such
Distribution Date, the Class B Agent shall upon the written instruction of the
Servicer, release such excess from the Class B Reserve Fund to the Trustee and
the Trustee, at the instruction of the Servicer, shall dis-

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tribute to the Seller, the amount of the excess. Amounts properly distributed
to the Seller pursuant to Section 4.6(c) or this Section 4.7(c), either
directly from the Certificate Account without deposit in the Class B Reserve
Fund or from the Class B Reserve Fund, shall be deemed released from the trust
established by this Section 4.7, and neither the Trustee, the Class A
Certificateholders nor the Class B Certificateholders shall in any event
thereafter have any claim to any such distributed amounts. The delivery of the
Servicer's Certificate pursuant to Section 3.8 shall, unless otherwise
specified by the Servicer, be deemed an appropriate written instruction for
purposes of this Section 4.7(c).

(d) (i) Amounts held in the Class A Reserve Fund
and the Class B Reserve Fund shall be invested in Eligible Investments
in the manner specified in Section 4.1(a), in accordance with written
instructions from the Seller, and such investments shall not be sold
or disposed of prior to their maturity (provided, however, that it is
understood and agreed that the Class A Agent and the Class B Agent
shall not be liable for any loss arising from investments in Eligible
Investments) ; provided, however, that to the extent permitted by the
Rating Agencies, funds on deposit in the Class A Reserve Fund and the
Class B Reserve Fund may be invested in Eligible Investments that
mature later than the next succeeding Distribution Date. All such
investments shall be made in the name of the Class A Agent or the
Class B Agent, as applicable, or its nominee and all income and gain
realized thereon shall be solely for the benefit of the Seller and
shall be payable by the Class A Agent or the Class B Agent, as
applicable, to the Seller on each Distribution Date.

(ii) Each of the Seller and the Servicer
agrees to take or cause to be taken such further actions, to execute,
deliver and file or cause to be executed, delivered and filed such
further documents and instruments (including, without limitation, any
UCC financing statements or this Agreement) as may be determined to be
necessary, in the Opinion of Counsel of the Seller delivered to the
Class A Agent and/or the Class B Agent, in order to perfect the
security interests created by this Section 4.7 and otherwise fully to
effectuate the

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purposes, terms and conditions of this Section 4.7. The Seller and
the Servicer shall:

(A) promptly execute, deliver and file
any financing statements, amendments, continuation statements,
assignments, certificates and other documents with respect to
such interests and perform all such other acts as may be
necessary in order to perfect or to maintain the perfection of
the Trustee's security interest; and

(B) make the necessary filings of
financing statements or amendments thereto within five days
after the occurrence of any of the following: (1) any change
in their respective corporate names or any trade names, (2)
any change in the location of their respective chief executive
offices or principal places of business and (3) any merger or
consolidation or other change in their respective identities
or corporate structures; and shall promptly notify the Trustee
of any such filings.

(iii) Investment earnings attributable to
the Class A Reserve Fund Property and the Class B Reserve Fund
Property and proceeds therefrom shall be held by the Class A Agent and
the Class B Agent, respectively, for the benefit of the Seller.
Investment earnings attributable to the Class A Reserve Fund Property
and the Class B Reserve Fund Property shall not be available to
satisfy the subordination provisions of this Agreement and shall not
otherwise be subject to any claims or rights of the Class A
Certificateholders, the Class B Certificateholders or the Servicer.
The Class A Agent and the Class B Agent shall cause all investment
earnings received on or prior to each Distribution Date and
attributable to the Class A Reserve Fund Property and the Class B
Reserve Fund Property, respectively, to be distributed on such
Distribution Date to the Seller. Losses if any, on investments in the
Class A Reserve Fund or the Class B Reserve Fund shall be charged
first against undistributed investment earnings attributable to the
Class A Reserve Fund Property or Class B Reserve Fund Property, as the
case may be, and then against the principal

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amount of the applicable Class A Reserve Fund Property or Class B
Reserve Fund Property.

(iv) The Class A Agent and the Class B
Agent shall not enter into any subordination or intercreditor
agreement with respect to the Class A Reserve Fund Property or the
Class B Reserve Fund Property, respectively.

(e) Upon termination of this Agreement in accordance with
Section 11.1 or 11.2, all remaining Class A Reserve Fund Property and Class B
Reserve Fund Property shall, upon written instruction of either the Servicer or
the Seller, be paid to the Seller.

(f) If with respect to any Collection Period there are
positive Shortfall Amounts, the Class A Agent, not later than 12:00 noon, New
York City time, on the related Distribution Date, shall, upon the written
direction of the Servicer, withdraw from the Class A Reserve Fund and deposit
into the Certificate Account, an amount equal to such Shortfall Amounts.

[The delivery of the Servicer's Certificate pursuant
to Section 3.8 shall, unless otherwise specified by the Servicer, be deemed an
appropriate written instruction for purposes of this Section 4.7(f).] MBCC
shall retain all Excess Amounts, which amounts will not be assets of the Trust;
provided, however, that to the extent specified in Section 4.7(g), MBCC shall
deposit such Excess Amounts or the applicable portion thereof in the Class A
Reserve Fund.

(g) On each Distribution Date, after giving effect to any
withdrawals from the Class A Reserve Fund pursuant to Section 4.6 and 4.7(f) on
such Distribution Date, MBCC shall deposit into the Class A Reserve Fund an
amount equal to the aggregate Shortfall Amounts for the related Collection
Period. If MBCC shall fail to make such deposit to the Class A Reserve Fund on
any Distribution Date, (i) the Servicer shall deposit all interest and other
income (net of losses and investment expenses) on deposit in the Collection
Account and Payahead Account as specified in Section 4.1(a) and (b) and (ii)
MBCC shall deposit Excess Amounts as specified in Section 4.7(f); provided,
however, that the aggregate amount to be deposited in the Class A Reserve Fund
pursuant to this

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Section 4.7(g) shall not exceed the aggregate Shortfall Amounts for the related
Collection Period.

SECTION 4.8. Net Deposits. As an administrative convenience,
the Seller, the Servicer, the Payahead Agent, the Class A Agent and the Class B
Agent may make any remittance pursuant to this Article IV with respect to a
Collection Period net of distributions to be made to the Seller, the Servicer,
the Payahead Agent, the Class A Agent or the Class B Agent with respect to such
Collection Period. Nonetheless, each such party shall account for all of the
above described remittances and distributions as if the amounts were deposited
and/or transferred separately.

SECTION 4.9. Statements to Class A Certificateholders and
Class B Certificateholders. (a) On each Distribution Date, the Trustee shall
include with each distribution to each Class A Certificateholder and Class B
Certificateholder of record, a statement, prepared by the Servicer, based on
information in the Servicer's Certificate furnished pursuant to Section 3.9,
setting forth for the Collection Period relating to such Distribution Date the
following information:

(i) the amount of the distribution to
Class A Certificateholders and Class B Certificateholders,
respectively, allocable to principal;

(ii) the amount of the distribution to
Class A Certificateholders and Class B Certificateholders,
respectively, allocable to interest;

(iii) the amount of the Servicing Fee and
Supplemental Servicing Fee paid to the Servicer with respect to the
related Collection Period and the Certificateholders' Class A
Percentage or Class B Percentage, as applicable, of the Servicing Fee
and Supplemental Servicing Fee;

(iv) the Class A Principal Balance, the
Class A Pool Factor, the Class B Pool Factor, and the Class B
Principal Balance as of such Distribution Date, after giving effect to
payments

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allocated to principal reported under clause (i) above;

(v) the Pool Balance as of the close of
business on the last day of the preceding Collection Period;

(vi) the amount of the Class A Interest
Carryover Shortfall, Class A Principal Carryover Shortfall, Class B
Interest Carryover Shortfall, and Class B Principal Carryover
Shortfall, if any, for such Distribution Date;

(vii) the amount, if any, otherwise
distributable to the Seller that is distributed to Class A
Certificateholders and/or Class B Certificateholders on such
Distribution Date;

(viii) the balance of the Class A
Reserve Fund Property and Class B Reserve Fund Property on such
Distribution Date, after giving effect to changes therein on such
Distribution Date; and

(ix) the aggregate Purchase Amount of
Receivables repurchased by the Seller or purchased by the Servicer.

Each amount set forth pursuant to clauses (i), (ii), (iii) and (vii) above
shall be expressed in the aggregate and as a dollar amount per $1,000 of
original denomination of the Certificates.

Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the Servicer a report stating each
Person that shall have been a Class A Certificateholder or Class B
Certificateholder during any portion of the preceding calendar year and the
period of such portion, and within a reasonable period of time after the end of
each calendar year, but not later than the latest date permitted by law, the
Servicer shall furnish a report or reports to the Trustee and the Trustee shall
furnish, or cause to be furnished, to each Person who at any time during such
calendar year shall have been a Class A Certificateholder or Class B
Certificateholder, such report as to the sum of the amounts determined in
clauses (i), (ii), (iii) and (vii)

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above for such calendar year, or, in the event such Person shall have been a
Class A Certificateholder or Class B Certificateholder during a portion of such
calendar year, for the applicable portion of such year, and such other
information as is available to the Servicer as the Servicer deems necessary or
desirable to enable the Class A Certificateholders and Class B
Certificateholders to prepare their federal income tax returns.

SECTION 4.10. Delivery of Eligible Investments. Each
Investment Agent agrees that with respect to Eligible Investments credited to
any Account:

(A) Any Eligible Investment that is
held in deposit accounts shall be held solely in the name of
such Investment Agent at one or more depository institutions
having the Required Rating. Each such deposit account shall
be subject to the exclusive custody and control of such
Investment Agent, and such Investment Agent shall have sole
signature authority with respect thereto.

(B) Any Eligible Investment that
constitutes Physical Property shall be delivered to such
Investment Agent in accordance with paragraph (a) of the
definition of "Delivery" and shall be held, pending maturity
or disposition, solely by such Investment Agent or a financial
intermediary (as such term is defined in Section 8-313(4) of
the UCC) acting solely for such Investment Agent.

(C) Any Eligible Investment that is a
book entry security held through the Federal Reserve System
pursuant to federal book entry regulations shall be delivered
in accordance with paragraph (b) of the definition of
"Delivery" and shall be maintained by such Investment Agent or
its nominee, pending maturity or disposition, through
continued book entry registration of such Eligible Investment
as described in such paragraph.

(D) Any Eligible Investment that is an
"uncertificated security" under Article VIII of the UCC and
that is not gov-

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erned by clause (C) above shall be delivered to such
Investment Agent or its nominee in accordance with paragraph
(c) of the definition of "Delivery" and shall be maintained by
such Investment Agent or its nominee, pending maturity or
disposition, through continued registration of such Investment
Agent's (or its nominee's) ownership of such security.

(E) Property of a type which is not
capable of being delivered to such Investment Agent in
accordance with the definition of "Delivery" shall not
constitute an Eligible Investment.

Effective upon Delivery of any Eligible Investment in the form
of Physical Property, book entry securities, or uncertificated securities, such
Investment Agent shall be deemed to have represented that it has purchased such
Eligible Investment for value, in good faith, and without notice of any adverse
claim thereto.

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ARTICLE V

Reserved

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ARTICLE VI

The Certificates

SECTION 6.1. The Certificates. The Trustee shall, upon
written order or request signed in the name of the Seller by one of its
officers authorized to do so and delivered to an Authorized Officer of the
Trustee, execute on behalf of the Trust, authenticate and deliver the
Certificates to or upon the order of the Seller in the aggregate principal
amount and denominations as set forth in such written order or request. The
Class A Certificates and Class B Certificates (if sold pursuant to an effective
registration statement under the Act) shall be issuable in minimum
denominations of $1,000 and integral multiples thereof and the Class B
Certificates shall (unless issued in minimum denominations of $1,000 as set
forth above) be issuable in minimum denominations of $100,000 or in any amount
in excess thereof; provided, however, that one Class A Certificate and one
Class B Certificate may be issued in a denomination that represents the
residual amount of the Original Class A Principal Balance and the Original
Class B Principal Balance, respectively (each, a "Residual Certificate"). Upon
initial issuance, the Class A Certificates and the Class B Certificates shall
be substantially in the form of Exhibit A and Exhibit B, respectively, in an
aggregate amount equal to the Original Class A Principal Balance and the
Original Class B Principal Balance, respectively. The Certificates shall be
executed by the Trustee on behalf of the Trust by manual or facsimile signature
of an Authorized Officer of the Trustee under the Trustee's seal imprinted
thereon and attested by the manual or facsimile signature of an Authorized
Officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be valid and
binding obligations of the Trustee, notwithstanding that such individuals shall
have ceased to be so authorized prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such
Certificates.

SECTION 6.2. Authentication of Certificates. No Certificate
shall entitle the Holder thereof to any benefit under this Agreement, or shall
be valid for any purpose, unless there shall appear on such Certificate a

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certificate of authentication, substantially in the form set forth in the forms
of Certificates attached hereto as Exhibit A and Exhibit B, executed by the
Trustee by manual signature. Such authentication shall constitute conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.

SECTION 6.3. Registration of Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 6.7, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Certificate Registrar shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
shall be the initial Certificate Registrar.

(b) The Class B Certificates shall initially be retained by
the Seller. No transfer of a Class B Certificate shall be made unless the
registration requirements of the Act and any applicable state securities laws
are complied with, or such transfer is exempt from the registration
requirements under said Act and laws. Neither the Seller nor the Trustee is
under an obligation to register any of the Class B Certificates under the Act
or any other securities law.

(c) No registration of transfer of a Class B Certificate
shall be made (i) unless the registration requirements of the Act and any
applicable state securities laws are complied with; (ii) unless such transfer
is made pursuant to an exemption from the registration requirements of the Act
and any applicable state securities laws and the Class B Certificateholder
desiring to effect such transfer and such Certificateholder's prospective
transferee each certifies in writing to the Seller and the Trustee the facts
surrounding such transfer and provides both the Seller and the Trustee with a
written Opinion of Counsel in form and substance satisfactory to the Seller and
the Trustee that such transfer may be made pursuant to an exemption from said
Act or laws, which Opinion of Counsel shall not be an expense of the Seller or
the Trustee; or (iii) until the Certificate Registrar shall have received a
transfer certificate in the form of Exhibit G-1 hereto signed by the transferor

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of such Certificate and either (x) if the transfer is being made to a QIB in
reliance on Rule 144A, a representation letter in the form of Exhibit G-2
hereto signed by the purchaser of such Certificate, (y) if the transfer is
being made to an Accredited Investor, a representation letter in the form of
Exhibit G-3 hereto signed by the purchaser of such Certificate or (z) if the
transfer is being made pursuant to Regulation S, a representation letter in the
form of Exhibit G-4 hereto signed by the purchaser of such Certificate, and
such certifications, legal opinions and other information as the Certificate
Registrar may reasonably require to confirm that the proposed transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Act, in each case acceptable to and in form
satisfactory to the Certificate Registrar and upon which it may conclusively
rely. Each Class B Certificate issued in connection with a registration of
transfer or exchange of such Certificate on or after the date this Agreement
shall bear a legend in the form of Exhibit G-5 hereto.

(d) Notwithstanding anything to the contrary contained
herein, in no event shall a Class B Certificate or any interest therein be
transferred to a U.S. Person (within the meaning of Regulation S under the Act)
unless the prospective transferee shall have provided to the Seller and the
Certificate Registrar either (i) a certification in the form of Exhibit G-2 or
Exhibit G-3, as applicable, hereto, or (ii) an Opinion of Counsel (which may be
internal counsel), reasonably satisfactory to the Certificate Registrar, from
the prospective transferee of such Class B Certificate that either no
"prohibited transaction" under ERISA or the Code will occur in connection with
such prospective transferee's acquisition and holding of the Class B
Certificate or that the acquisition and holding of the Class B Certificate by
such prospective transferee is subject to a statutory or administrative
exemption, specified in such Opinion of Counsel, from the "prohibited
transaction" provisions of ERISA and the Code. The Certificate Registrar shall
have no responsibility for monitoring compliance with the preceding sentence at
any time when the Class B Certificates are evidenced by Book Entry
Certificates. Any such Opinion of Counsel shall be obtained at the expense of
the prospective transferor or transferee, and not at the expense of the Seller,
the Trustee, the Servicer or the

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Certificate Registrar, and shall be delivered to the Seller and the Certificate
Registrar prior to or contemporaneously with any such transfer. In addition,
no transfer of a Class B Certificate will be permitted if the Certificate
Registrar makes a good faith determination that, as a result of such transfer,
25% or more in principal amount of the Class B Certificates would be held by
benefit plan investors, and such restriction on transfer may be included as an
assumption on which an Opinion of Counsel relating to "prohibited transactions"
is based. For purposes of the immediately preceding sentence, in determining
the total principal amount of Class B Certificates, any Class B Certificates
held by a Person (other than a benefit plan investor) who has discretionary
authority or control with respect to the assets of the Trust or any Person who
provides investment advice for a fee (direct or indirect) with respect to such
assets, or an affiliate of such a Person, shall be disregarded.

(e) The initial transfer of any Class B Certificate shall not
be made unless the Seller shall have given the Rating Agencies and the Trustee
prior written notice of such proposed transfer, and the Rating Agencies shall
have notified the Seller and the Trustee, in writing, that such proposed
transfer will not result in the qualification, downgrading or withdrawal of the
ratings then assigned to the Class A Certificates by the Rating Agencies.

(f) Upon surrender for registration of transfer of any
Certificate at the Corporate Trust Office, the Trustee shall execute,
authenticate, and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate amount dated the date of authentication by the Trustee. At the
option of a Holder, Certificates may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the Corporate Trust Office.

(g) Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder thereof or his attorney duly

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authorized in writing. Each Certificate surrendered for registration of
transfer and exchange shall be cancelled and subsequently disposed of by the
Trustee.

(h) No service charge shall be made for any registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

SECTION 6.4. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate shall be surrendered to the
Certificate Registrar, or if the Certificate Registrar shall receive evidence
to its satisfaction of the destruction, loss, or theft of any Certificate and
(b) there shall be delivered to the Certificate Registrar and the Trustee such
security or indemnity as may be required to save each of them harmless, then in
the absence of notice that such Certificate shall have been acquired by a bona
fide purchaser, the Trustee on behalf of the Trust shall execute, and the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost, or stolen Certificate, a new Certificate of like
tenor and denomination. In connection with the issuance of any new Certificate
under this Section 6.4, the Trustee may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
herewith. Any replacement Certificate issued pursuant to this Section 6.4
shall constitute conclusive 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 6.5. Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Trustee, the
Certificate Registrar and any of their respective agents may treat the Person
in whose name any Certificate shall be registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.6
and for all other purposes whatsoever, and the Trustee, the Certificate
Registrar and any of their respective agents shall not be bound by any notice
to the contrary.

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SECTION 6.6. Access to List of Certificate-holders' Names and
Addresses. The Trustee shall furnish or cause to be furnished to the Servicer,
within fifteen days after receipt by the Trustee of a request therefor from the
Servicer in writing, in such form as the Servicer may reasonably require, a
list of the names and addresses of the Certificateholders as of the most recent
Record Date. If three or more Certificateholders of either Class, or one or
more Holders of Class A Certificates aggregating not less than 25% of the Class
A Principal Balance, or Holders of Class B Certificates aggregating not less
than 25% of the Class B Principal Balance, apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders of such Class with respect to their rights under this
Agreement or under the Certificates and such application shall be accompanied
by a copy of the communication that such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, request from the Clearing Agency and make available to such
Certificateholders when received from the Clearing Agency and during normal
business hours, access to the current list of Certificateholders and Clearing
Agency Participants with respect to such Class. Each Certificateholder, by
receiving and holding a Certificate, shall be deemed to have agreed to hold
neither the Seller, the Servicer nor the Trustee accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

SECTION 6.7. Maintenance of Office or Agency. The Trustee
shall maintain, or cause to be maintained, at its expense, in New York, New
York, an office or agency where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustee in respect of the Certificates and this Agreement may be served.
The Trustee initially designates the Corporate Trust Office as its office for
such purposes. The Trustee shall give prompt written notice to the Servicer
and to Certificateholders of any change in the location of any such office or
agency.

SECTION 6.8. Book Entry Certificates. The Class A
Certificates will, upon original issuance, be issued in book entry form. The
Class B Certificates will, upon original issuance, be issued to the Seller in

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the form of a single Definitive Certificate. Such Definitive Certificate may
be exchanged for Book Entry Certificates if the Class B Certificates are issued
(x) publicly, (y) in reliance on Rule 144A, or (z) otherwise, at the option of
the Seller in accordance with the rules of the applicable Clearing Agency;
provided, however, that the Residual Certificate of each Class will be issued
as a Definitive Certificate. Such Book Entry Certificates will be issued in
the form of typewritten Class A Certificates and Class B Certificates
representing the Book Entry Certificates of such Class, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. The Class A Certificates and Class B Certificates delivered to The
Depository Trust Company shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Certificate Owner will receive a definitive certificate representing
such Certificate Owner's interest in the Class A Certificates and/or Class B
Certificates, except as provided in Section 6.10. Unless and until definitive,
fully registered Class A Certificates have been issued to Class A Certificate
Owners and following the issuance of Book Entry Certificates representing the
Class B Certificates, unless and until definitive, fully registered Class B
Certificates have been issued to Class B Certificate Owners pursuant to Section
6.10:

(i) the provisions of this Section 6.8
shall be in full force and effect;

(ii) the Seller, the Servicer, the
Certificate Registrar, and the Trustee may deal with the Clearing
Agency for all purposes (including the making of distributions on the
relevant Certificates) as the authorized representative of such
Certificate Owners;

(iii) to the extent that the provisions of
this Section 6.8 conflict with any other provisions of this Agreement,
the provisions of this Section 6.8 shall control;

(iv) the rights of such Certificate Owners
shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such
Certifi-

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cate Owners and the Clearing Agency and/or the Clearing Agency
Participants. Pursuant to the Depository Agreement, unless and until
Definitive Certificates are issued pursuant to Section 6.10, the
initial Clearing Agency will make book entry transfers among the
Clearing Agency Participants and receive and transmit distributions of
principal and interest on the relevant Certificates to such Clearing
Agency Participants; and

(v) whenever this Agreement requires or
permits actions to be taken based upon instructions or directions of
Holders of Class A Certificates and/or Class B Certificates evidencing
a specified percentage of the Class A Principal Balance and the Class
B Principal Balance, respectively, the Clearing Agency shall be deemed
to represent such percentage only to the extent that it has received
instructions to such effect from Certificate Owners and/or Clearing
Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in Class A Certificates
and/or Class B Certificates, as relevant, and has delivered such
instructions to the Trustee.

SECTION 6.9. Notices to Clearing Agency. Whenever notice or
other communication to the Class A Certificateholders or, following the
issuance of Book Entry Certificates representing the Class B Certificates, the
Class B Certificateholders is required under this Agreement, other than to the
Holder of the Residual Certificate, unless and until Definitive Certificates
shall have been issued to Certificate Owners pursuant to Section 6.10, the
Trustee and the Servicer shall give such notice or other communication to the
Clearing Agency.

SECTION 6.10. Definitive Certificates. If (i)(A) the Seller
advises the Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities under the Depository Agreement
and (B) the Trustee or the Seller is unable to locate a qualified successor,
(ii) the Seller at its option, advises the Trustee in writing that it elects to
terminate the book entry system through the Clearing Agency, or (iii) after the
occurrence of an Event of

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Servicing Termination, Certificate Owners representing beneficial interests
aggregating not less than a majority of the aggregate outstanding Class A
Principal Balance with respect to the Class A Certificates or, if the Class B
Certificates are then Book Entry Certificates, Certificates Owners representing
beneficial interests aggregating not less than a majority of the aggregate
outstanding Class B Principal Balance with respect to the Class B Certificates,
advise the Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book entry system through
the Clearing Agency is no longer in the best interests of such Certificate
Owners, then the Trustee shall notify the Clearing Agency and request that the
Clearing Agency notify all Certificate Owners of the relevant Class of the
occurrence of any such event and of the availability of Definitive Certificates
to Certificate Owners of such Class requesting the same and that the Record
Date for such Definitive Certificates for any Distribution Date subsequent to
the issuance of such Definitive Certificates will be the last day of the
Collection Period immediately preceding the month in which such Distribution
Date occurs. Upon surrender to the Trustee of the Class A Certificates or the
Class B Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Trustee shall issue
the Definitive Certificates and deliver such Definitive Certificates in
accordance with the instructions of the Clearing Agency. Neither the Seller,
the Certificate Registrar 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 Definitive
Certificates, the Trustee shall recognize the registered Holders of the
Definitive Certificates as Certificateholders hereunder. Neither the Trustee
nor the Seller shall be liable if the Trustee or the Seller is unable to locate
a qualified successor Clearing Agency. None of the Seller, the Servicer or the
Trustee will have any liability for any aspect of the records relating to or
payment made on account of beneficial ownership interests of the Class A
Certificates or Class B Certificates held by Cede & Co., as nominee of The
Depository Trust Company, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

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ARTICLE VII

The Seller

SECTION 7.1. Representations and Warranties of Seller. The
Seller makes the following representations and warranties on which the Trustee
is relying in accepting the Receivables and the other Trust Property in trust
and in executing and authenticating the Certificates. The representations and
warranties speak as of the execution and delivery of this Agreement and shall
survive the sale of the Receivables and the other Trust Property to the
Trustee:

(i) Organization and Good Standing. The Seller has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties
shall be currently owned and such business is currently conducted, and
had at all relevant times, and has, power, authority, and legal right
to acquire and own the Receivables.

(ii) Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained
all necessary licenses and approvals, in all jurisdictions in which
the ownership or lease of property or the conduct of its business
shall require such qualifications, except where the failure of the
Seller to so qualify or obtain such licenses or approvals would not
have a material adverse effect on the Seller, the Trust or any
Receivable.

(iii) Power and Authority. The Seller has the power and
authority to execute and deliver this Agreement and to carry out its
terms. The Seller has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Trust as
Trust Property and has duly authorized such sale and assignment to the
Trust by all necessary corporate action; and the execution, delivery,
and performance of this Agreement have been duly authorized by the
Seller by all necessary corporate action.

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(iv) Valid Sale; Binding Obligation. This Agreement effects
a valid sale, transfer, and assignment of the Receivables and the
other Trust Property conveyed by the Seller to the Trust hereunder,
enforceable against creditors of and purchasers from the Seller; and
this Agreement constitutes a legal, valid, and binding obligation of
the Seller, enforceable against the Seller in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, conservatorship, receivership, liquidation
or other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles.

(v) No Violation. The execution, delivery and performance by
the Seller of this Agreement and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time) a default
under, the certificate of incorporation or bylaws of the Seller, or
conflict with, or breach any of the terms or provisions of, or
constitute (with or without notice or lapse of time) a default under,
any indenture, agreement, mortgage, deed of trust or other instrument
to which the Seller is a party or by which the Seller is bound or any
of its properties are subject, or result in the creation or imposition
of any lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust or other instrument
(other than this Agreement), or violate any law, order, rule, or
regulation, applicable to the Seller or its properties, of any federal
or state regulatory body, any court, administrative agency, or other
governmental instrumentality having jurisdiction over the Seller or
any of its properties.

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Certificates or the consummation of any of the transactions
contemplated by this Agreement, (c) seeking any determination or
ruling that might materially and adversely affect the performance by
the Seller of its obligations under, or the validity or enforceability
of, this Agreement or the Certificates, or (d) that may adversely
affect the federal or state income, excise franchise or similar tax
attributes of the Certificates.

SECTION 7.2. Liability of Seller; Indemnities. The Seller
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Seller under this Agreement.

(i) The Seller shall indemnify and hold harmless the
Trustee and the Trust from and against any taxes that may at any time
be asserted against the Trustee or the Trust with respect to, and as
of the date of, the sale of the Receivables to the Trust or the
issuance and original sale of the Certificates, including any sales,
gross receipts, general corporation, tangible personal property,
privilege, or license taxes (but, in the case of the Trust, not
including any taxes asserted with respect to ownership of the
Receivables or income, franchise or other taxes measured by net
income, arising out of distributions on the Certificates or any other
transactions contemplated by this Agreement) and costs and expenses in
defending against the same.

(ii) The Seller shall indemnify and hold harmless
the Trustee from and against any loss, liability, or expense incurred
by reason of (a) the Seller's willful misfeasance, bad faith, or
negligence (other than errors in judgment) in the performance of its
duties under this Agreement, and (b) the Seller's violation of federal
or state securities laws in connection with the registration or the
sale of the Certificates.

Notwithstanding the foregoing, such indemnification shall not
extend to any credit losses on any Receivables.

Indemnification under this Section 7.2 shall survive the
termination of this Agreement and shall

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include, without limitation, reasonable fees and expenses of counsel and
expenses of litigation. If the Seller shall have made any indemnity payment to
the Trustee pursuant to this Section and the Trustee thereafter shall collect
any of such amounts from others, the Trustee shall repay such amounts to the
Seller, without interest (except to the extent such amounts from others include
interest).

SECTION 7.3. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person (i) into which the Seller may be merged or
consolidated, (ii) resulting from any merger, conversion, or consolidation to
which the Seller shall be a party or (iii) that may succeed by purchase and
assumption to all or substantially all of the business of the Seller, which
Person in any of the foregoing cases executes an agreement of assumption to
perform every obligation of the Seller under this Agreement, will be the
successor to the Seller under this Agreement without the execution or filing of
any document or any further act on the part of any of the parties to this
Agreement; provided, however, that (x) the Seller shall have delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such merger, conversion, consolidation or succession and such agreement of
assumption comply with this Section 7.3, and (y) the Seller shall have
delivered to the Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such Counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary to fully
preserve and protect the interest of the Trustee in the Receivables and the
other Trust Property, and reciting the details of such filings, or (B) stating
that, in the opinion of such Counsel, no such action shall be necessary to
fully preserve and protect such interest. The Seller shall provide notice of
any merger, conversion, consolidation, or succession pursuant to this Section
7.3, any amendment to the Articles of Incorporation of the Seller or of the
issuance of any other securities by the Seller to the Rating Agencies.
Notwithstanding anything herein to the contrary, the execution of the foregoing
agreement of assumption and compliance with clauses (x) or (y) above shall be
conditions to the consummation of the transactions referred to in clauses (i),
(ii), or (iii) above.

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SECTION 7.4. Limitation on Liability of Seller. The Seller
may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate of auditors or accountants or any other certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, appraisal, bond, note or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Seller shall not be under any obligation to appear in, prosecute, or defend
any legal action that shall not be incidental to its obligations under this
Agreement, and that in its reasonable judgment may involve it in any expense or
liability.

SECTION 7.5. Seller May Own Certificates. The Seller, and
any Affiliate of the Seller, may in its individual or any other capacity become
the owner or pledgee of Certificates with the same rights as it would have if
it were not the Seller or an Affiliate thereof, except as otherwise provided in
the definition of "Certificateholder", "Class A Certificateholder" and "Class B
Certificateholder" in Section 1.1. Except as set forth herein, Certificates so
owned by or pledged to the Seller or such Affiliate shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority, or distinction as among all of the Certificates.

SECTION 7.6. Limitation on Incurrence of Indebtedness. The
Seller shall not incur any indebtedness in accordance with Section 8(ii)(D) of
the Seller's Certificate of Incorporation unless the Seller shall have received
confirmation in writing from the Rating Agencies prior to the incurrence of
such debt that the incurrence of such debt will not result in a lowering of or
a withdrawal of the then current rating of the Class A Certificates and, if
then rated, the Class B Certificates.

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ARTICLE VIII

The Servicer

SECTION 8.1. Representations and Warranties of Servicer. The
Servicer makes the following representations and warranties on which the
Trustee is relying in accepting the Receivables and the other Trust Property in
trust and in executing and authenticating the Certificates. The
representations and warranties speak as of the execution and delivery of this
Agreement and shall survive the sale of the Receivables and the other Trust
Property to the Trustee:

(i) Organization and Good Standing. The Servicer
has been duly organized and is validly existing as a corporation in
good standing under the laws of the state of its incorporation, with
power and authority to own its properties and to conduct its business
as such properties shall be currently owned and such business is
presently conducted, and had at all relevant times, and has, power,
authority, and legal right to service the Receivables and to hold the
Receivable Files as custodian on behalf of the Trustee.

(ii) Due Qualification. The Servicer is duly
qualified to do business as a foreign corporation in good standing,
and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the
conduct of its business (including the servicing of the Receivables as
required by this Agreement) shall require such qualifications, except
where the failure of the Servicer so to qualify or obtain such
licenses or approvals would not have a material adverse effect on the
Servicer, the Trust or any Receivable.

(iii) Power and Authority. The Servicer has the
power and authority to execute and deliver this Agreement and to carry
out its terms; and the execution, delivery and performance of this
Agreement have been duly authorized by the Servicer by all necessary
corporate action.

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(iv) Binding Obligation. This Agreement constitutes
a legal, valid, and binding obligation of the Servicer, enforceable
against the Servicer in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.

(v) No Violation. The execution, delivery and
performance by the Servicer of this Agreement, the consummation of the
transactions contemplated hereby and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of
time) a default under, the certificate of incorporation or bylaws of
the Servicer, or conflict with, or breach any of the terms or
provisions of, or constitute (with or without notice or lapse of time)
a default under, any indenture, agreement, mortgage, deed of trust or
other instrument to which the Servicer is a party or by which the
Servicer is bound or to which any of its properties are subject, or
result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument (other than this
Agreement), or violate any law, order, rule, or regulation applicable
to the Servicer or its properties of any federal or state regulatory
body, any court, administrative agency, or other governmental
instrumentality having jurisdiction over the Servicer or any of its
properties.

(vi) No Proceedings. There are no proceedings or
investigations pending, or, to the Servicer's knowledge, threatened,
before any court, regulatory body, administrative agency, or tribunal
or other governmental instrumentality having jurisdiction over the
Servicer or its properties: (a) asserting the invalidity of this
Agreement or the Certificates, (b) seeking to prevent the issuance of
the Certificates or the consummation of any of the transactions
contemplated by this Agreement, (c) seeking any determination or
ruling that might

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materially and adversely affect the performance by the Servicer of its
obligations under, or the validity or enforceability of, this
Agreement or the Certificates, or (d) that may adversely affect the
federal or state income, excise, franchise or similar tax attributes
of the Certificates.

SECTION 8.2. Liability of Servicer; Indemnities. The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Servicer under this Agreement.

(i) The Servicer shall defend, indemnify and hold
harmless the Trustee, the Trust, and the Certificateholders from and
against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the use, ownership, or
operation by the Servicer or any Affiliate thereof of a Financed
Vehicle.

(ii) The Servicer shall indemnify, defend and hold
harmless the Trustee and the Trust from and against any taxes that may
at any time be asserted against the Trustee or the Trust with respect
to the transactions contemplated herein including, without limitation,
any sales, gross receipts, general corporation, tangible personal
property, privilege, or license taxes (but, in the case of the Trust,
not including any taxes asserted with respect to, and as of the date
of, the sale of the Receivables to the Trust or the issuance and
original sale of the Certificates, or asserted with respect to
ownership of the Receivables, and in the case of the Trust and the
Trustee, not including income, franchise or other taxes measured by
net income, arising out of distributions on the Certificates, payment
of any fees or any other transactions contemplated by this Agreement)
and costs and expenses in defending against the same.

(iii) The Servicer shall indemnify, defend and hold
harmless the Trustee, the Trust, and the Certificateholders from and
against any and all costs, expenses, losses, claims, damages, and
liabilities to the extent that such cost, expense, loss, claim,
damage, or liability arose out of, or was imposed upon the Trustee,
the Trust, or the Cer-

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tificateholders through, the negligence, willful misfeasance, or bad
faith of the Servicer in the performance of its duties under this
Agreement.

(iv) The Servicer shall indemnify, defend, and hold
harmless the Trustee from and against all costs, expenses, losses,
claims, damages, and liabilities arising out of or incurred in
connection with the acceptance or performance of the trusts and duties
contained herein, except to the extent that such cost, expense, loss,
claim, damage, or liability: (a) shall be due to the willful
misfeasance, bad faith, or negligence of the Trustee; (b) relates to
any tax other than the taxes with respect to which the Servicer shall
be required to indemnify the Trustee; (c) shall arise from the
Trustee's breach of any of its representations or warranties set forth
in Section 10.14; (d) shall be one as to which the Seller is required
to indemnify the Trustee; or (e) shall arise out of or be incurred in
connection with the performance by the Trustee of the duties of
successor Servicer hereunder.

Notwithstanding the foregoing, such indemnification shall not
extend to any credit losses on any Receivables.

Indemnification under this Section 8.2 by any Person, with
respect to the period such Person was (or was deemed to be) the Servicer, shall
survive the termination of such Person as Servicer or a resignation by such
Person as Servicer as well as the termination of this Agreement and shall
include reasonable fees and expenses of counsel and expenses of litigation. If
the Servicer shall have made any indemnity payments pursuant to this Section
and the recipient thereafter collects any of such amounts from others, the
recipient shall promptly repay such amounts to the Servicer, without interest
(except to the extent such amounts from others include interest).

SECTION 8.3. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger, conversion, or consolidation
to which the Servicer shall be a party, or (iii) that may succeed by purchase
and assumption to all

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or substantially all of the business of the Servicer, which Person in any of
the foregoing cases executes an agreement of assumption to perform every
obligation of the Servicer under this Agreement, will be the successor to the
Servicer under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties to this Agreement; provided,
however, that (x) the Servicer shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger,
conversion, consolidation or succession and such agreement of assumption comply
with this Section 8.3, and (y) the Servicer shall have delivered to the Trustee
an Opinion of Counsel either (A) stating that, in the opinion of such Counsel,
all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trustee in the Receivables, and reciting the details of
such filings, or (B) stating that, in the opinion of such Counsel, no such
action shall be necessary to fully preserve and protect such interest. The
Servicer shall provide notice of any merger, conversion, consolidation or
succession pursuant to this Section 8.3 to the Rating Agencies.
Notwithstanding anything herein to the contrary, the execution of the foregoing
agreement or assumption and compliance with clauses (x) or (y) above shall be
conditions to the consummation of the transactions referred to in clauses (i),
(ii), or (iii) above.

SECTION 8.4. Limitation on Liability of Servicer. (a) The
Servicer may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate of auditors or accountants or any other
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, appraisal, bond, note or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.

(b) Except as provided in this Agreement, the Servicer shall
not be under any obligation to appear in, prosecute, or defend any legal action
that shall not be incidental to its duties to service the Receivables in
accordance with this Agreement, and that in its opinion may involve it in any
expense or liability; provided, however, that the Servicer may undertake any
reasonable action that it may deem necessary or desirable in respect

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of this Agreement and the rights and duties of the parties to this Agreement
and the interests of the Certificateholders under this Agreement. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs, and liabilities of the Servicer.

SECTION 8.5. Servicer Not to Resign. Subject to the
provisions of Section 8.3, the Servicer shall not resign from its obligations
and duties under this Agreement except upon a determination that the
performance of its duties is no longer permissible under applicable law. Any
such determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee.

SECTION 8.6. Servicer May Own Certificates. The Servicer,
and any Affiliate of the Servicer, may, in its individual or any other
capacity, become the owner or pledgee of Certificates with the same rights as
it would have if it were not the Servicer or an Affiliate thereof, except as
otherwise provided in the definition of "Certificateholder", "Class A
Certificateholder" and "Class B Certificateholder" in Section 1.1. Except as
set forth herein, Certificates so owned by or pledged to the Servicer or such
Affiliate shall have an equal and proportionate benefit under the provisions of
this Agreement, without preference, priority or distinction as among all of the
Certificates.

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ARTICLE IX

Servicing Termination

SECTION 9.1. Events of Servicing Termination. (a) If any
one of the following events ("Events of Servicing Termination") shall occur and
be continuing:

(i) Any failure by the Servicer to deliver to the Trustee the
Servicer's Certificate for any Collection Period, which shall continue
beyond the earlier of three Business Days from the date such
Servicer's Certificate was due to be delivered and the related
Distribution Date, or any failure by the Servicer (or, for so long as
the Servicer is an Affiliate of the Seller, the Seller) to deliver to
any of the Accounts any proceeds or payment required to be so
delivered under the terms of the Certificates, the Shortfall Amount
Agreement (so long as MBCC is the Servicer) and this Agreement, which
shall continue unremedied for a period of five Business Days following
the due date therefor (or, in the case of a payment or deposit to be
made no later than a Distribution Date, the failure to make such
payment or deposit by such Distribution Date); or

(ii) Any failure on the part of the Servicer (or, for so long
as the Servicer is an Affiliate of the Seller, the Seller) duly to
observe or to perform in any material respect any other covenants or
agreements set forth in the Certificates or in this Agreement, which
failure shall (A) materially and adversely affect the rights of
Certificateholders and (B) continue unremedied for a period of 90 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given (1) to the Servicer (or,
for so long as the Servicer is an affiliate of the Seller, the Seller)
by the Trustee, or (2) to the Trustee and the Servicer by the Holders
of Certificates (excluding any Certificates held by the Seller or any
Affiliate of the Seller) evidencing not less than 25% of the sum of
the Class A Principal Balance and the Class B Principal Balance
(excluding any Certificates held by the Seller or any Affiliate of the
Seller); or

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(iii) The entry of a decree or order by a court or agency or
supervisory authority of competent jurisdiction for the appointment of
a conservator, receiver, liquidator or trustee for the Servicer in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings, or for the winding up or
liquidation of its affairs, and any such decree or order continues
unstayed and in effect for a period of 60 consecutive days; or

(iv) The consent by the Servicer to the appointment of a
conservator, receiver, liquidator or trustee in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of or relating to the Servicer or
relating to substantially all of its property, the admission in
writing by the Servicer of its inability to pay its debts generally as
they become due, the filing by the Servicer of a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, the making by the Servicer of an assignment for the benefit
of its creditors or the voluntary suspension by the Servicer of
payment of its obligations; or

(v) The failure by the Servicer to be an Eligible Servicer;

then, and in each and every case and so long as such Event of Servicing
Termination shall not have been remedied, either the Trustee, or the Holders of
Certificates (excluding any Certificates held by the Seller or any Affiliate of
the Seller) evidencing not less than a majority of the sum of the Class A
Principal Balance and the Class B Principal Balance (excluding any Certificates
held by the Seller or any Affiliate of the Seller), by notice then given in
writing to the Servicer (with a copy to the Trustee if given by the
Certificateholders) may terminate all of the rights and obligations of the
Servicer under this Agreement. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates or the Trust Property or otherwise,
shall pass to and be vested in the Trustee or a successor Servicer appointed
under Section 9.2; and without limitation the Trustee shall be authorized and

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empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and endorsement of the Receivable Files, the certificates of title to the
Financed Vehicles, or otherwise. The Servicer shall cooperate with the Trustee
or such successor Servicer in effecting the termination of its responsibilities
and rights as Servicer under this Agreement, including the transfer to the
Trustee or such successor Servicer for administration of all cash amounts that
are at the time held by the Servicer for deposit, or thereafter shall be
received with respect to a Receivable, all Receivable Files and all information
or documents that the Trustee or such successor Servicer may require. In
addition, the Servicer shall 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 cooperate with the successor servicer
in the enforcement of the Dealer Agreements. All reasonable costs and expenses
incurred by the successor Servicer, including allowable compensation of
employees and overhead costs, in connection with the transfer of servicing
shall be paid by the outgoing Servicer upon presentation of reasonable
documentation of such costs and expenses.

(b) If any of the foregoing Events of Servicing Termination
occurs, the Trustee shall have no obligation to notify Certificateholders or
any other Person of such occurrence prior to the continuance of such event
through the end of any cure period specified in Section 9.1(a).

SECTION 9.2. Trustee to Act; Appointment of Successor
Servicer. Upon the Servicer's resignation pursuant to Section 8.5 or upon the
Servicer's receipt of notice of termination as Servicer pursuant to Section
9.1, the Trustee shall be the successor in all respects to the Servicer in its
capacity as Servicer 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 of this Agreement. In the ordinary course
of business, the Trustee and any other Person, in either case acting as
successor

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Servicer, may at any time delegate any of its duties hereunder to any Person,
including any of its affiliates, who agrees to conduct such duties in
accordance with standards comparable to those that the Servicer executes
pursuant to Section 3.1 hereof. Such delegation shall not relieve the Trustee
and any other Person, in either case acting as successor Servicer, of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Article VIII of the Agreement.
The Trustee and any other Person, in either case acting as successor Servicer,
shall provide each Rating Agency and the Trustee with written notice prior to
the delegation of any of its duties to any Person. As compensation therefor,
the Trustee shall be entitled to such compensation (whether payable out of the
Collection Account or otherwise) as the Servicer would have been entitled to
under this Agreement if no such notice of termination or resignation had been
given. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act or shall, if it is legally unable so to act, appoint, or petition a
court of competent jurisdiction to appoint, an Eligible Servicer as the
successor to the terminated Servicer under this Agreement. In connection with
such appointment, the Trustee may make such arrangements for the compensation
of such successor Servicer out of payments on Receivables as it and such
successor shall agree, which, in no event, shall be greater than that payable
to MBCC as Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. The Trustee shall not be relieved of its duties as successor
Servicer under this Section until a newly appointed Servicer shall have assumed
the responsibilities and obligations of the terminated Servicer under this
Agreement.

SECTION 9.3. Effect of Servicing Transfer. (a) After the
transfer of servicing hereunder, the Trustee or successor Servicer shall notify
Obligors to make directly to the successor Servicer payments that are due under
the Receivables after the effective date of such transfer.

(b) Except as provided in Section 8.2, after the transfer of
servicing hereunder, the outgoing Servicer shall have no further obligations
with respect

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to the management, administration, servicing, custody or collection of the
Receivables and the successor Servicer shall have all of such obligations,
except that the outgoing Servicer shall continue to cooperate with the
successor Servicer as provided in Section 9.1(a).

(c) Any successor Servicer shall provide the Seller with
access to the Receivable Files and to the successor Servicer's records (whether
written or automated) with respect to the Receivable Files. Such access shall
be afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the successor Servicer. Nothing in this
Section shall affect the obligation of the successor Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Servicer to provide access to information as a result of
such obligation shall not constitute a breach of this Section.

SECTION 9.4. Notification to Certificateholders. Upon any
notice of an Event of Servicing Termination or upon any termination of, or
appointment of a successor to, the Servicer pursuant to this Article IX, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses of record, and to the Rating Agencies.

SECTION 9.5. Waiver of Past Events of Servicing Termination.
The Holders of Certificates evidencing not less than a majority of the sum of
the Class A Principal Balance and the Class B Principal Balance may, on behalf
of all Holders of Certificates, waive any Event of Servicing Termination
hereunder and its consequences, except an event resulting from the failure to
make any required deposits to, or payments from, any of the Accounts in
accordance with this Agreement. Upon any such waiver of a past Event of
Servicing Termination, such event shall cease to exist, and shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other event or impair any right arising therefrom,
except to the extent expressly so waived.

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ARTICLE X

The Trustee

SECTION 10.1. Duties of Trustee. (a) The Trustee, both
prior to and after the curing of an Event of Servicing Termination, undertakes
to perform only such duties as are specifically set forth in this Agreement and
no implied covenants or obligations shall be read into this Agreement against
the Trustee. If an Event of Servicing Termination shall have occurred and
shall not have been cured, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and shall 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; provided, however, that if the
Trustee assumes the duties of the Servicer pursuant to Section 9.2, the Trustee
in performing such duties shall use the degree of skill and attention required
by Section 3.1.

(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders, or other
instruments furnished to the Trustee that are required specifically to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement.

(c) 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 bad faith; provided, however, that:

(i) Prior to the occurrence of an Event of Servicing
Termination, and after the curing of all such Events of Servicing
Termination that may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee, the permissible right of the Trustee
(solely in its capacity as such) to do things enumerated in this
Agreement shall not be construed as a duty and, in

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the absence of bad faith on the part of the Trustee, or manifest
error, the Trustee (solely in its capacity as such) may conclusively
rely on the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;

(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by an officer of the Trustee, unless it
shall be proved that the Trustee shall have been negligent in
performing its duties in accordance with the terms of this Agreement;
and

(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered, or omitted to be taken in good faith in
accordance with the direction of the Holders of Class A Certificates
and Class B Certificates (excluding any Certificates held by the
Seller or any Affiliate of the Seller) evidencing not less than a
majority of the sum of the Class A Principal Balance and the Class B
Principal Balance (excluding any Certificates held by the Seller or
any Affiliate of the Seller), relating to the time, method and place
of conducting any proceeding or any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Agreement.

(d) The Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that the repayment of such funds
or adequate indemnity against such risk or liability shall not be 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 of the 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.

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(e) Except for actions expressly authorized by this
Agreement, the Trustee shall take no action reasonably likely to impair the
security interests created or existing under any Receivable or Financed Vehicle
or to impair the value of any Receivable or Financed Vehicle.

(f) All information obtained by the Trustee pursuant hereto,
whether upon the exercise of its rights under this Agreement or otherwise,
shall be maintained by the Trustee in confidence and shall not be disclosed to
any other Person or used, unless such disclosure or use is required by this
Agreement or any applicable law or regulation.

(g) The Trustee shall sign the federal and other income tax
returns of the Trust in accordance with Section 10.16.

SECTION 10.2. Trustee's Certificate. As soon as practicable
after each Distribution Date on which Receivables shall be assigned to the
Seller pursuant to Section 2.5 or to the Servicer pursuant to Section 3.2, 3.6
or 11.2, as applicable, the Trustee shall execute a certificate, prepared by
the Servicer, including its date and the date of this Agreement, which shall be
accompanied by (i) a copy of the Servicer's certificate for the related
Collection Period and (ii) a certificate from the Servicer specifying each
Receivable so assigned on such Distribution Date. The Trustee's certificate
shall operate, as of such Distribution Date, as an assignment pursuant to
Section 10.3.

SECTION 10.3. Trustee's Assignment of Purchased Receivables.
With respect to all Receivables repurchased by the Seller pursuant to Section
2.5, or purchased by the Servicer pursuant to Section 3.2, 3.6 or 11.2, the
Trustee shall assign, without recourse, representation, or warranty, to the
Seller or Servicer, as the case may be, all the Trustee's right, title, and
interest in and to such Receivables, and all security and documents and all
other Trust Property conveyed pursuant to Section 2.2 with respect to such
Receivables. Such assignment shall be a sale and assignment outright, and not
for security. If, in any enforcement suit or legal proceeding, it is held that
the Seller or the Servicer, as the case may be, may not enforce any such
Purchased Receivable on the ground that it shall not be a real party

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in interest or a holder entitled to enforce the Purchased Receivable, the
Trustee shall, at the expense of the Seller or the Servicer, as the case may
be, take such steps as the Seller or the Servicer, as the case may be, deems
necessary to enforce the Purchased Receivable, including bringing suit in the
Trustee's name or the names of the Certificateholders.

SECTION 10.4. Certain Matters Affecting the Trustee. Except
as otherwise provided in Section 10.1:

(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate of auditors or
accountants or any other certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, appraisal, bond,
note or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties.

(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it under this
Agreement, the Shortfall Amount Agreement or the Servicing Guaranty
Agreement, if any, in good faith and in accordance with such Opinion
of Counsel.

(iii) 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 under this Agreement or in
relation to this Agreement, 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 that may be incurred therein or thereby. Nothing
contained in this Agreement, however, shall relieve the Trustee of the
obligations, upon the occurrence of an Event of Servicing Termination
that is not timely cured or waived pursuant to Section 9.5, to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a
prudent man would exercise or

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use under the circumstances in the conduct of his own affairs.

(iv) 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, rights or powers
conferred upon it by this Agreement.

(v) Prior to the occurrence of an Event of Servicing
Termination and after the curing of all Events of Servicing
Termination that may have occurred, the Trustee shall not be bound to
make any investigation into the facts of any matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, direction, order, approval, bond, note or
other paper or document, unless requested in writing so to do by
Holders of Class A Certificates and Class B Certificates evidencing
not less than a majority of the sum of the Class A Principal Balance
and the Class B Principal Balance; 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
an investigation requested by the Certificateholders is, 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. Nothing
in this clause (v) shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information
regarding the Obligors.

(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties under this Agreement either directly
or by or through agents, attorneys, nominees or a custodian, and shall
not be liable for the acts of such agents, attorneys, nominees or
custodians provided that they have been appointed with due care.

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(vii) The Trustee shall not be required to make any initial
or periodic examination of any documents or records related to the
Receivables or Financed Vehicles 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.

SECTION 10.5. Trustee Not Liable for Certificates or
Receivables. The Trustee shall make no representations as to the validity or
sufficiency of this Agreement or of the Certificates (other than the execution
by the Trustee on behalf of the Trust of, or the certificate of authentication
on, the Certificates), or of any Receivable or related documents. The Trustee
shall have no obligation to perform any of the duties of the Seller or the
Servicer unless explicitly set forth in this Agreement. The Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any security interest in any Financed
Vehicle or any Receivable, or the perfection and priority of such a security
interest or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust or its ability to generate the payments to
be distributed to Certificateholders under this Agreement, including without
limitation, the existence, condition, location and ownership of any Financed
Vehicle; the existence and enforceability of any physical damage or credit life
or credit disability insurance; the existence and contents of any Receivable or
any computer or other record thereof; the validity of the assignment of any
Receivable to the Trust or of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the
compliance by the Seller or the Servicer with any covenant or the breach by the
Seller or the Servicer of any representation or warranty made under this
Agreement or in any related document and the accuracy of any such
representation or warranty prior to the Trustee's receipt of notice or other
discovery of any noncompliance therewith or any breach thereof; any investment
of monies by the Servicer or the Seller or any loss resulting therefrom (it
being understood that the Trustee shall remain responsible for any Trust
Property that it may hold); the acts or omissions of the Seller, the Servicer
or any Obligor; any action of the Servicer taken in the name of or as the agent
of the Trustee; or

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any action by the Trustee taken at the instruction of the Servicer; provided,
however, that the foregoing shall not relieve the Trustee of its obligation to
perform its duties under this Agreement. Except with respect to a claim based
on the failure of the Trustee to perform its duties under this Agreement or
based on the Trustee's negligence or willful misconduct or bad faith, no
recourse shall be had for any claim based on any provision of this Agreement,
the Certificates or any Receivable or assignment thereof against the
institution serving as Trustee in its individual capacity. The Trustee shall
not have any personal obligation, liability or duty whatsoever to any
Certificateholder or any other Person with respect to any such claim, and any
such claim shall be asserted solely against the Trust or any indemnitor who
shall furnish indemnity as provided in this Agreement. 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 Servicer or any subservicer in respect of
the Receivables. The Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee shall have become the successor
Servicer) or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Agreement.

SECTION 10.6. Trustee May Own Certificates. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights as it would have if it were not Trustee.

SECTION 10.7. Trustee's Fees and Expenses. The Servicer
agrees to pay (or cause to be paid) to the Trustee, and the Trustee shall be
entitled to, compensation in an amount as separately agreed by the Trustee and
the Servicer (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 trusts created by this Agreement and in the exercise
and performance of any of the powers and duties under this Agreement as the
Trustee, and the Servicer shall pay or reimburse (or cause to be paid or
reimbursed) the Trustee upon its request for all reasonable expenses
(including, without limitation,

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expenses incurred in connection with notices or other communications to
Certificateholders) and disbursements (including the reasonable fees and the
reasonable expenses and disbursements of its outside counsel and of all persons
not regularly in its employ but excluding general overhead expenses) incurred
or made by the Trustee in accordance with any of the provisions of this
Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement,
if any, or in defense of any action brought against it in connection with this
Agreement, the Shortfall Amount Agreement or the Servicing Guaranty Agreement,
if any, except any such expense, disbursement, or advance as may arise from its
negligence, willful misfeasance, or bad faith. The provisions of this Section
10.7 shall survive the termination of this Agreement.

SECTION 10.8. Indemnity of Class A Agent, Class B Agent and
Payahead Agent. The Class A Agent, Class B Agent and the Payahead Agent shall
be indemnified by the Servicer and held harmless against any loss, liability,
fee, disbursement, or expense arising out of or incurred in connection with the
acceptance or performance of its duties contained in this Agreement except to
the extent that such loss, liability, fee, disbursement, or expense shall have
been incurred by reason of the Class A Agent's, Class B Agent's or Payahead
Agent's willful misfeasance, bad faith or negligence; provided, however, that
notwithstanding the foregoing, the Class A Agent, the Class B Agent and the
Payahead Agent shall be entitled to indemnification pursuant to this Section
10.8 with respect to any actions of the Class A Agent, Class B Agent and the
Payahead Agent taken in accordance with the written instructions of the
Servicer or of the Trustee.

SECTION 10.9. Eligibility Requirements for Trustee. The
Trustee under this Agreement shall at all times have an office in the same
state as the Corporate Trust Office is located on the date of this Agreement.
The Trustee shall be duly organized, validly existing and doing business under
the banking laws of such state or of the United States of America, shall be
authorized under such laws to exercise corporate trust powers, shall have a
combined capital and surplus of at least $50,000,000, and shall be subject to
supervision or examination by federal or state banking authorities. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the afore-

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said supervising or examining authority, then for the purpose of this Section
10.9, the combined capital and surplus of such corporation shall be deemed to
be its combined consolidated 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 10.9,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.10.

SECTION 10.10. Resignation or Removal of Trustee. (a) The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving 30 days' prior written notice thereof to the Servicer. Upon
receiving such notice of resignation, the Servicer 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) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 10.9 and shall fail to resign after
written request therefor by the Servicer, or if at any time the Trustee shall
be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver, conservator or liquidator of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Servicer may remove the Trustee. If the Trustee is
removed under the authority of the immediately preceding sentence, 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 and shall promptly pay all fees owed to the
outgoing Trustee.

(c) Any resignation or removal of the Trustee and appointment
of a successor Trustee pursuant to any of the provisions of this Section 10.10
shall not become effective until acceptance of appointment by the succes-

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sor Trustee pursuant to Section 10.11 and payment of all fees and expenses owed
and any other amounts due hereunder to the outgoing Trustee. The Servicer
shall provide notice of such resignation or removal of the Trustee to the
Rating Agencies.

SECTION 10.11. Successor Trustee. (a) Any successor Trustee
appointed pursuant to Section 10.10 shall execute, acknowledge, and deliver to
the Servicer and to its predecessor Trustee an instrument accepting such
appointment under this Agreement, 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
rights, powers, duties, and obligations of its predecessor under this
Agreement, with like effect as if originally named as Trustee. The predecessor
Trustee shall, upon payment of its fees and expenses and any other amounts due
it hereunder, deliver to the successor Trustee all documents and statements
held by it under this Agreement, and the Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties, and obligations.

(b) No successor Trustee shall accept appointment as provided
in this Section 10.11 unless at the time of such acceptance such successor
Trustee shall be eligible pursuant to Section 10.9.

(c) Upon acceptance of appointment by a successor Trustee
pursuant to this Section 10.11, the Servicer shall mail notice of such
acceptance by the successor Trustee under this Agreement to all
Certificateholders at their respective addresses as shown in the Certificate
Register. If the Servicer shall fail to mail such notice within 10 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Servicer.

SECTION 10.12. Merger or Consolidation of Trustee. Any
corporation or banking association which is eligible to be a successor Trustee
under Section 10.9 (i) into which the Trustee may be merged or consolidated,

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(ii) that may result from any merger, conversion, or consolidation to which the
Trustee shall be a party, or (iii) that may succeed to all or substantially all
of the corporate trust business of the Trustee, which corporation or banking
association executes an agreement of assumption to perform every obligation of
the Trustee under this Agreement, shall be the successor of the Trustee
hereunder, without the execution or filing of any instrument or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee shall promptly notify the Servicer and the Rating
Agencies of any such merger, conversion, consolidation or succession.

SECTION 10.13. 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 Property or any Financed Vehicle may at the time be located,
the Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 10.13, such powers, duties,
obligations, rights, and trusts as the Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Event of Servicing Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.9 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 10.11.

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

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(i) All rights, powers, duties, and obligations conferred or
imposed upon the Trustee shall be conferred 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 under this Agreement or as successor to the Servicer under
this Agreement), 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 Property
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 under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under
this Agreement.

(iii) The Servicer and the Trustee acting jointly (or during
the continuation of an Event of Servicing Termination, the Trustee
alone) 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
in particular to the provisions of this Article. 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. Each such instrument shall be filed with
the Trustee and a copy thereof given to the Servicer.

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(d) Any separate trustee or co-trustee may, at any time,
appoint the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all 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 10.14. Representations and Warranties of Trustee.
The Trustee makes the following representations and warranties on which the
Seller and Certificateholders may rely:

(i) Organization and Good Standing. The Trustee is duly
organized, validly existing, and in good standing under the laws of
the jurisdiction of its incorporation;

(ii) Power and Authority. The Trustee has full power,
authority and legal 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) Enforceability. This Agreement has been duly executed
and delivered by the Trustee and this Agreement constitutes a legal,
valid and binding obligation of the Trustee enforceable against the
Trustee 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).

SECTION 10.15. Reports by Trustee. The Trustee shall provide
to any Certificateholder or Certificate Owner who so requests in writing
(addressed to the Corporate Trust Office) a copy of any Servicer's Certificate,
the annual statement described in Section 3.10, and the

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annual accountant's examination described in Section 3.11. The Trustee may
require any Certificateholder or Certificate Owner requesting such report to
pay a reasonable sum to cover the cost of the Trustee's complying with such
request.

SECTION 10.16. Tax Returns. The Servicer shall prepare or
shall cause to be prepared any tax returns required to be filed by the Trust
and shall remit such returns to the Trustee for signature at least five days
before such returns are due to be filed. The Trustee, upon request, will
furnish the Servicer with all such information known to the Trustee as may be
reasonably required in connection with the preparation of all tax returns of
the Trust, and shall, upon request, execute such returns.

SECTION 10.17. 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 10.18. Suits for Enforcement. If an Event of
Servicing Termination shall occur and be continuing, the Trustee may, subject
to the provisions of Section 10.01, proceed to protect and enforce its rights
and the rights of the Certificateholders under this Agreement by a 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.

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SECTION 10.19. Rights of Certificateholders to Direct
Trustee. Holders of Class A Certificates and Class B Certificates (excluding
any Certificates held by the Seller or any Affiliate of the Seller) evidencing
not less than a majority of the sum of the Class A Principal Balance and the
Class B Principal Balance (excluding any Certificates held by the Seller or any
Affiliate of the Seller) shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee; provided, however,
that, subject to Section 10.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee being advised by counsel determines
that the action so directed may not lawfully be taken, or if the Trustee in
good faith shall, by an Authorized Officer, determine that the proceedings so
directed would be illegal or subject it to personal liability or be unduly
prejudicial to the rights of Certificateholders not parties to such direction;
and provided further that nothing in this Agreement shall impair the right of
the Trustee to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by the Certificateholders.

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ARTICLE XI

Termination

SECTION 11.1. Termination of the Trust. (a) The Trust and
the respective obligations and responsibilities of the Seller, the Servicer,
the Trustee, the Payahead Agent, the Class A Agent and the Class B Agent
hereunder shall terminate upon the earliest of: (i) the Distribution Date next
succeeding the purchase by the Servicer at its option, pursuant to Section
11.2, of the Receivables remaining in the Trust, (ii) the payment to
Certificateholders of all amounts required to be paid to them pursuant to this
Agreement and (iii) the Distribution Date next succeeding the month which is
six months after the maturity or the liquidation of the last Receivable held in
the Trust and the distribution of all amounts received upon liquidation of any
property remaining in the Trust; provided, however, in no event shall the Trust
created by this Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador to the Court of St. James, living on the date of this Agreement.
The Servicer shall promptly notify the Trustee of any prospective termination
pursuant to this Section 11.1.

(b) Notice of any termination, specifying the Distribution
Date upon which the Certificateholders may surrender the Certificates to the
Trustee for payment of the final distribution and cancellation, shall be given
promptly by the Trustee by letter to Certificateholders and the Rating Agencies
mailed not earlier than the 20th day and not later than the 25th day of the
month next preceding the specified Distribution Date (or, if such payment is to
be made from Scheduled Payments and the Trustee shall not have had prior actual
knowledge, promptly upon receipt of the Servicer's Certificate but in no event
later than three Business Days following receipt of such Servicer's Certificate
specifying that the final payment of principal with respect to the Certificates
will be made on the related Distribution Date) stating (i) the Distribution
Date upon which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Trustee
therein designated, (ii) the amount of any such final payment, and (iii) if
applicable, that the Record

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Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Trustee therein specified. Upon presentation and surrender of
the Certificates, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 4.6.

(c) In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Servicer may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies and any other remedies required by law shall be
distributed by the Trustee to The Julliard Association, or a similar charitable
organization located or operating in the New York metropolitan area as
specified by the Servicer, whereupon the rights of the Certificateholders in
any such funds shall cease.

SECTION 11.2. Optional Purchase of All Receivables. (a) On
each Distribution Date following the last day of a Collection Period as to
which the Pool Balance shall be equal to or less than the Optional Purchase
Percentage multiplied by the Original Pool Balance, the Servicer shall have the
option to purchase the corpus of the Trust. To exercise such option, the
Servicer shall notify the Trustee no later than the tenth day of the month
immediately preceding the month in which such repurchase is to be effected and
shall deposit an amount equal to the aggregate Purchase Amount for the
Receivables into the Collection Account on the Distribution Date occurring in
the month in which such repurchase is to be effected. Upon such payment the
Servicer shall succeed to and own all interests in and to the Trust and the
Trust Property. The Purchase Amount and any Short-

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fall Amounts for such Distribution Date, plus to the extent necessary all
amounts in the Reserve Funds, shall be used to make payments in full to
Certificateholders in the manner set forth in Article IV, except that following
distribution of all amounts payable to Class A Certificateholders and Class B
Certificateholders as provided in Article IV, all remaining available amounts
(including the amounts remaining in the Class A Reserve Fund and the Class B
Reserve Fund) shall be distributed to the Seller in payment of the Retained
Yield.

(b) Unless waived by Moody's, if at the time the Servicer
exercises its purchase option hereunder the Servicer's long-term unsecured debt
has a rating lower than Baa3 by Moody's, the Servicer shall deliver to the
Trustee on such Distribution Date an Opinion of Counsel to the effect that,
based upon certain assumptions with respect to the value of the Receivables and
as to the solvency of the Servicer, the purchase of the Receivables would not
be considered a fraudulent conveyance under applicable law.

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ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment. (a) This Agreement may be amended
by the Seller, the Servicer, MBCC, the Trustee, the Class A Agent, the Class B
Agent and the Payahead Agent, and the Purchase Agreement may be amended by the
Seller and MBCC, without the consent of any of the Certificateholders, to cure
any ambiguity, to correct or supplement any provisions in this Agreement or the
Purchase Agreement, as applicable, which may be inconsistent with any other
provisions in this Agreement or the Purchase Agreement, as applicable, or to
add, change or eliminate any other provisions with respect to matters or
questions arising under this Agreement or the Purchase Agreement, as
applicable, that shall not be inconsistent with the provisions of this
Agreement or the Purchase Agreement, as applicable; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, materially and
adversely affect the interests of any Certificateholder. This Agreement and
the Purchase Agreement also may be amended by the Seller, the Servicer, the
Trustee, the Class A Agent, the Class B Agent and the Payahead Agent, and the
Purchase Agreement may be amended by the Seller and MBCC without the consent of
any of the Certificateholders, to provide for the transfer of the Class B
Certificate; provided, however, that the conditions specified in Section 6.3
shall be satisfied prior to such transfer; provided, further, that such
amendment shall not change the timing of, or the amount of, any distributions
that the Class A Certificateholders are entitled to receive hereunder.

(b) This Agreement may also be amended from time to time by
the Seller, the Servicer, MBCC, the Trustee, the Class A Agent, the Class B
Agent and the Payahead Agent, and the Purchase Agreement may be amended by the
Seller and MBCC, with the consent of the Holders of Class A Certificates and
Class B Certificates, each voting as a Class (which consent of any Holder of a
Certificate given pursuant to this Section or pursuant to any other provision
of this Agreement shall be conclusive and binding on such Holder and on all
future Holders of such Certificate and of any Certificate issued upon the
transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon

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the Certificate), evidencing not less than a majority of the Class A and Class
B Principal Balance, respectively, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement or the Purchase Agreement, as applicable, or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made on any Certificate or change
the Pass-Through Rate or the Specified Class A Reserve Balance, without the
consent of the Holders of all Certificates then outstanding, or change the
Specified Class B Reserve Balance without the consent of the Holders of all
Class B Certificates then outstanding, (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders
of all Certificates then outstanding or (c) adversely affect the rating of the
Class A Certificates by the Rating Agencies, without the consent of Class A
Certificateholders evidencing not less than 66 2/3% of the Class A Principal
Balance or the rating, if any, of the Class B Certificates by any rating agency
then rating the Class B Certificates, without the consent of Class B
Certificateholders evidencing not less than 66 2/3% of the Class B Principal
Balance.

(c) Prior to the execution of any such amendment or consent,
the Servicer shall provide and the Trustee shall distribute written
notification of the substance of such amendment or consent to each Rating
Agency.

(d) Promptly after the execution of any such amendment or
consent, the Trustee shall furnish written notification of the substance of
such amendment or consent to each Certificateholder. It shall not be necessary
for the consent of Certificateholders pursuant to this Section 12.1 to approve
the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of Certificateholders provided
for in this Agreement) and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable requirements
as the Trustee may prescribe.

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(e) Prior to the execution of any amendment to this
Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement and will not cause the Trust to be classified as a
partnership or as an association taxable as a corporation for federal,
Connecticut, Illinois, and New York tax purposes. 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 or otherwise.

SECTION 12.2. Protection of Title to Trust. (a) The Seller
shall execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as
may be required by law fully to preserve, maintain, and protect the interest of
the Certificateholders and the Trustee in the Receivables and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to the Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.

(b) Neither the Seller nor the Servicer shall change its
name, identity, or corporate structure in any manner that would, could, or
might make any financing statement or continuation statement filed by the
Seller in accordance with paragraph (a) above seriously misleading within the
meaning of Section 9-402(7) of the UCC, unless it shall have given the Trustee
at least 60 days' prior written notice thereof and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements.

(c) The Seller and the Servicer shall give the Trustee at
least 60 days' prior written notice of any relocation 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
promptly file any such amendment or new financing statement. The Servicer
shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.

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(d) The Servicer shall maintain accounts and records as to
each Receivable accurately and in sufficient detail to permit (i) the reader
thereof to know at any time the status of such Receivable, including payments
and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection
Account and Payahead Account in respect of such Receivable.

(e) The Servicer shall maintain its computer systems so that,
from and after the time of sale under this Agreement of the Receivables to the
Trust, the Servicer's master computer records (including any back-up archives)
that refer to a Receivable shall indicate clearly the interest of Daimler-Benz
Vehicle Trust 1996-A in such Receivable and that such Receivable is owned by
the Trust. Indication of the Trust's ownership of a Receivable shall be
deleted from or modified on the Servicer's computer systems when, and only
when, the Receivable shall have been paid in full or repurchased by the Seller
or purchased by the Servicer.

(f) If at any time the Seller or the Servicer shall propose
to sell, grant a security interest in, or otherwise transfer any interest in
any commercial vehicle receivables to any prospective purchaser, lender, or
other transferee, the Servicer shall give to such prospective purchaser,
lender, or other transferee computer tapes, records, or print-outs (including
any restored from back-up archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has
been sold and is owned by the Trust unless such Receivable has been paid in
full or repurchased by the Seller or purchased by the Servicer.

(g) The Servicer shall permit the Trustee and its agents at
any time during normal business hours to inspect, audit, and make copies of and
abstracts from the Servicer's records regarding any Receivable, but, prior to
the occurrence of an Event of Servicing Termination or an event that with the
passage of time and delivery of notice would constitute an Event of Servicing
Termination, only to the extent that such activities do not disrupt the
Servicer's normal business operations and do

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not adversely affect the Servicer's ability to perform its obligations under
this Agreement.

(h) Upon request, the Servicer shall furnish to the Trustee,
within ten Business Days, a list of all Receivables (by contract number,
vehicle number, name and address of Obligor) then held as part of the Trust,
together with a reconciliation of such list to the Schedule of Receivables and
to each of the Servicer's Certificates furnished before such request indicating
removal of Receivables from the Trust.

(i) The Servicer shall deliver to the Trustee:

(1) promptly after the execution and
delivery of each amendment to any financing statement, an Opinion of
Counsel either (A) stating that, in the opinion of such Counsel, all
financing statements and continuation statements have been executed
and filed that are necessary fully to preserve and protect the
interest of the Trustee in the Receivables, and reciting the details
of such filings or referring to prior Opinions of Counsel in which
such details are given, or (B) stating that, in the opinion of such
Counsel, no such action shall be necessary to preserve and protect
such interest; and

(2) within 90 days after the beginning
of each calendar year beginning with the first calendar year beginning
more than three months after the Cutoff Date, an Opinion of Counsel,
dated as of a date during such 90-day period, either (A) stating that,
in the opinion of such Counsel, all financing statements and
continuation statements have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in
the Receivables, and reciting the details of such filings or referring
to prior Opinions of Counsel in which such details are given, or (B)
stating that, in the opinion of such Counsel, no such action shall be
necessary to preserve and protect such interest.

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<PAGE> 125
Each Opinion of Counsel referred to in clause (i)(1) or (i)(2)
above shall specify any action necessary (as of the date of such opinion) to be
taken in the following year to preserve and protect such interest.

(j) The Seller shall, to the extent required by applicable
law, cause the Certificates to be registered with the Securities and Exchange
Commission pursuant to Section 12(b) or Section 12(g) of the Securities
Exchange Act of 1934, as amended, within the time periods specified in such
sections.

SECTION 12.3. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
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 to this Agreement or any of them.

(b) No Certificateholder shall have any right to vote (except
as specifically provided in this Agreement) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties to
this Agreement, nor shall anything in this Agreement set forth, or contained in
the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken pursuant to any provision of this Agreement.

(c) No Certificateholder shall have any right by virtue or by
availing itself 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 Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, and unless also the
Holders of Certificates evidencing not less than a majority of the sum of the
Class A Principal Balance and the Class B Principal Balance shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee under this Agreement and shall have offered to the
Trustee such reasonable indemnity as

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it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 30 days after its receipt of such
notice, request, and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and during such 30-day period, no
request or waiver inconsistent with such written request has been given to the
Trustee pursuant to this Section or Section 9.5; no one or more Holders of
Certificates 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 Certificates, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right, under this Agreement except in the manner
provided in this Agreement and for the equal, ratable, and common benefit of
all Certificateholders. For the protection and enforcement of the provisions
of this Section 12.3, each Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

SECTION 12.4. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 12.5. Notices. All demands, notices, and
communications under this Agreement shall be in writing, personally delivered,
sent by telecopier, sent by courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Seller or the Servicer, to the agent for service as specified in
Section 12.14 hereof, or at such other address or facsimile number as shall be
designated by the Seller or the Servicer in a written notice to the Trustee,
(b) in the case of the Trustee, the Class A Agent, the Class B Agent or the
Payahead Agent at the Corporate Trust Office, facsimile number: (212)
480-1615; (c) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York,
New York 10007, facsimile number: (212) 553-0355 and (d) in the case of S&P, at
the following address: Standard & Poor's Ratings Services, A Division of The
McGraw-Hill Companies, Inc., 25 Broadway, 20th Floor, New York, New

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<PAGE> 127
York 10004, Attention: Asset Backed Surveillance Department, facsimile number:
(212) 412-0323. Any notice required or permitted to be mailed to a
Certificateholder 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 Certificateholder shall
receive such notice. Any notice to be delivered to the Rating Agencies
hereunder shall also be delivered to the Seller.

SECTION 12.6. Severability of Provisions. If any one or more
of the covenants, agreements, provisions, or terms of this Agreement shall be
for any reason whatsoever 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 the rights of the Holders thereof.

SECTION 12.7. Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 7.3 and 8.3 and as
provided in the provisions of this Agreement concerning the resignation of the
Servicer, this Agreement may not be assigned by the Seller or the Servicer
without the prior written consent of the Trustee and the Holders of Class A and
Class B Certificates evidencing not less than 66-2/3% of the sum of the Class A
Principal Balance and the Class B Principal Balance.

SECTION 12.8. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof by the Trustee pursuant to Section 6.2 or Section 6.3,
Certificates shall be deemed fully paid.

SECTION 12.9. 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

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Trustee more fully to effect the purposes of this Agreement, including, without
limitation, the execution of any financing statements or continuation
statements relating to the Receivables for filing under the provisions of the
UCC of any applicable jurisdiction.

SECTION 12.10. 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 hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges therein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

SECTION 12.11. Third-Party Beneficiaries. This Agreement
will inure to the benefit of and be binding upon the parties hereto, the
Certificateholders, and their respective successors and permitted assigns.
Except as otherwise provided in this Article, no other person will have any
right or obligation hereunder.

SECTION 12.12. Actions by Certificateholders. (a) Wherever
in this Agreement a provision is made that an action may be taken or a notice,
demand, or instruction given by Certificateholders, such action, notice, or
instruction may be taken or given by any Certificateholder, unless such
provision requires a specific percentage of Certificateholders.

(b) Any request, demand, authorization, direction, notice,
consent, waiver, or other act by a Certificateholder shall bind such
Certificateholder and every subsequent holder of such Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or omitted to be done by the Trustee or the
Servicer in reliance thereon, whether or not notation of such action is made
upon such Certificate.

SECTION 12.13. Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which

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counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

SECTION 12.14. Agent for Service. The agent for service of
the Seller and the Servicer in respect of this Agreement shall be c/o
Daimler-Benz North America Corporation, 375 Park Avenue, Suite 3001, New York,
New York 10152.

SECTION 12.15. No Bankruptcy Petition. The Trustee and the
Servicer each covenants and agrees that prior to the date which is one year and
one day after the payment in full of all securities issued by the Seller or by
a trust for which the Seller was the depositor which securities were rated by
any nationally recognized statistical rating organization it will not institute
against, or join any other Person in instituting against, the Seller any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy or similar law.
This Section shall survive termination of the Trust under this Agreement.

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

DAIMLER-BENZ VEHICLE
RECEIVABLES CORPORATION,
as Seller

By:
-------------------------------
Name:
Title:

MERCEDES-BENZ CREDIT
CORPORATION, as Servicer and in
its individual capacity

By:
-------------------------------
Name:
Title:

CITIBANK, N.A.,
as Trustee, as Payahead Agent, as
Class A Agent and as Class B Agent

By:
-------------------------------
Name:
Title:

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<PAGE> 131
SCHEDULE I

SCHEDULE OF RECEIVABLES WAS DELIVERED TO TRUSTEE AT CLOSING.
<PAGE> 132
SCHEDULE II

LOCATION OF RECEIVABLE FILES

Mercedes-Benz Credit Corporation
801 Warrenville Road
Suite 500
P.O. Box 354
Lisle, Illinois 60532-0354
<PAGE> 133
EXHIBIT A

FORM OF CLASS A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DAIMLER-BENZ VEHICLE TRUST 1996-A

____% ASSET BACKED CERTIFICATE
CLASS A

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes, among other things, a pool of retail installment
contracts, and retail loans evidenced by notes, secured by new and used
medium-and heavy-duty trucks and tractors manufactured by Freightliner
Corporation ("Freightliner") and used trucks and tractors and new and used
trailers manufactured by companies other than Freightliner, and sold to the
Trust by Daimler-Benz Vehicle Receivables Corporation.

(This Certificate represents an interest in the Trust and does not represent an
interest in or obligation of Daimler-Benz Vehicle Receivables Corporation or
Mercedes-Benz Credit Corporation or any of their respective affiliates, except
to the extent described below.)

NUMBER: ________ CUSIP ___________
FINAL SCHEDULED
DISTRIBUTION DATE: ________, ____ $____________

THIS CERTIFIES THAT ____________ is the registered owner of a
________________________________________________ dollar nonassessable,
fully-paid, fractional undivided interest in the Daimler-Benz Vehicle Trust
1996-A (the "Trust") formed by Daimler-Benz Vehicle Receivables Corporation, a
Delaware corporation (the "Seller"). The Trust was created

A-1
<PAGE> 134
pursuant to a Pooling and Servicing Agreement, dated as of November 1, 1996
(the "Agreement"), among the Seller, Mercedes-Benz Credit Corporation, in its
individual capacity and as Servicer (the "Servicer"), and Citibank, N.A., as
Trustee (the "Trustee"), Payahead Agent, Class A Agent and Class B Agent, a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement. This Certificate is one of the
duly authorized Certificates designated as "____% Asset Backed Certificates,
Class A" (herein called the "Class A Certificates"). Also issued under the
Agreement are Certificates designated as "____% Asset Backed Certificates,
Class B" (the "Class B Certificates"). The Class B Certificates and the Class
A Certificates are herein collectively called the "Certificates." The
aggregate undivided interest in the Principal Amount of Receivables held by the
Trust evidenced by all Class A Certificates is 92.15%. This Class A
Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement, to which Agreement the Holder of this Class A
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The property of the Trust includes (as more fully described in the
Agreement) a pool of retail installment contracts (the "Receivables") for new
and used medium-and heavy-duty trucks and tractors manufactured by Freightliner
and used trucks and tractors and new and used trailers manufactured by
companies other than Freightliner, together with all accessions thereto,
securing the Receivables (the "Financed Vehicles"), all monies due under the
Receivables on or after November 1, 1996 (but excluding Excess Amounts), all of
the Seller's security interests in the Financed Vehicles, all rights to receive
payments under certain circumstances from the Reserve Funds, all of the
Seller's rights under the Shortfall Amount Agreement, the Seller's rights to
receive proceeds from claims on physical damage, credit life and disability
insurance policies relating to the Financed Vehicles or the obligors under the
Receivables, certain rights under the Purchase Agreement, the Servicing
Guaranty Agreement and certain other property.

Under the Agreement, there will be distributed on the 20th day of
each month or, if such 20th day is not a Business Day, the next Business Day
(the "Distribution Date"), commencing on December 20, 1996, to the person in
whose name this Class A Certificate is registered at either the close of
business on the 19th day of the current calendar month or, after the issuance
of Definitive Certificates pursuant to the Agreement, the last day of the
Collection Period immediately preceding the month in which such Distribution
Date occurs

A-2
<PAGE> 135
(the "Record Date"), an amount equal to interest at the Pass-Through Rate for a
period of 30 days on the Class A Principal Balance as of the first day of such
Collection Period (reduced by the amount of principal distributions to be made
on the Distribution Date in such Collection Period) plus the Class A Interest
Carryover Shortfall generally to the extent of funds available from (i) the
Available Interest remaining after payment of the Servicing Fee, (ii) the Class
A Reserve Fund and (iii) the Class B Percentage of Available Principal. The
"Class A Principal Balance" shall equal, initially, the Original Class A
Principal Balance and thereafter will equal the Original Class A Principal
Balance, reduced by all amounts previously distributed to Class A
Certificateholders and allocable to principal. On each Distribution Date, the
Trustee will distribute to Class A Certificateholders as of the related Record
Date Class A Principal plus any Class A Principal Carryover Shortfall generally
to the extent of funds available from (i) Available Principal, (ii) the Class A
Reserve Fund and (iii) Available Interest remaining after payment of the
Servicing Fee, Class A Interest, Class A Interest Carryover Shortfall, Class B
Interest and Class B Interest Carryover Shortfall. "Class A Principal" shall
consist of the Class A Percentage of (a) the principal portion of all scheduled
payments due on Receivables during the preceding Collection Period; (b) the
Principal Balance of each Receivable that became a Prepaid Receivable during
the preceding Collection Period, except to the extent included in (a) or (d);
(c) the Principal Balance of each Receivable that was purchased by the Servicer
or repurchased by the Seller, in each case, under an obligation that arose
during the preceding Collection Period, except to the extent included in (a);
and (d) the Principal Balance of each Receivable liquidated during the
preceding Collection Period, except to the extent included in (a) or (b). A
"Collection Period" with respect to a Distribution Date will be the calendar
month preceding the month in which such Distribution Date occurs. The "Class A
Interest Carryover Shortfall" as of the close of any Distribution Date means
the excess, if any, of the Class A Interest for such Distribution Date plus any
outstanding Class A Interest Carryover Shortfall from the preceding
Distribution Date, over the amount of interest that the Holders of the Class A
Certificates actually received on such current Distribution Date (plus thirty
(30) days' interest on the amount of such excess, to the extent permitted by
law, at the Pass-Through Rate). The "Class A Principal Carryover Shortfall" as
of the close of any Distribution Date means the excess of Class A Principal
plus any outstanding Class A Principal Carryover Shortfall from the preceding
Distribution Date over the amount of principal that the Holders of the

A-3
<PAGE> 136
Class A Certificates actually received on such current Distribution Date.

Distributions on this Class A Certificate will be made by the
Trustee by wire transfer or check mailed to the Class A Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class A Certificate or the making of any notation hereon except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for the Clearing Agency, distributions will be made in the form of
immediately available funds. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Class A Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York. The Record Date otherwise
applicable to such distribution shall not be applicable.

Reference is hereby made to the further provisions of this Class A
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee, by manual signature, this
Class A Certificate shall not entitle the Holder hereof to any benefit under
the Agreement or be valid for any purpose.

A-4
<PAGE> 137
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in
its individual capacity has caused this Class A Certificate to be duly
executed.

DAIMLER-BENZ VEHICLE
TRUST 1996-A

By: CITIBANK,N.A.,
as Trustee

By:
--------------------------------
Name:
Title:

DATED:
------------

[SEAL]

ATTEST:

- --------------------------
Authorized Officer

A-5
<PAGE> 138
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.

CITIBANK, N.A., as Trustee

By:
----------------------------
Authorized Officer

A-6
<PAGE> 139
REVERSE OF CERTIFICATE

The Certificates do not represent an obligation of, or an interest
in, the Seller, the Servicer, the Trustee or any affiliate of any of them. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, all as more specifically set forth in
the Agreement. A copy of the Agreement may be examined during normal business
hours at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller and the Trustee with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a class, evidencing not
less than a majority of the Class A Principal Balance and Class B Principal
Balance, respectively. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and on all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee.

The Class A Certificates are issuable only as registered
Certificates without coupons in denominations

A-7
<PAGE> 140
of $1,000 and integral multiples thereof; however, one Certificate may be
issued in a denomination equal to the residual amount. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations evidencing
the same aggregate denomination, as requested by the Holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.

The Trustee, the Certificate Registrar, and any agent of the
Trustee or the Certificate Registrar may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.

The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only following the last day of
any Collection Period as of which the Pool Balance is equal to or less than 10%
of the Original Pool Balance.

The recitals contained herein (other than the certificate of
authentication herein) shall be taken as the statements of the Seller or the
Servicer, as the case may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Certificate (other than the certificate of
authentication herein), or of any Receivable or related document.

A-8
<PAGE> 141
ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code,
of assignee)

- -----------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

- -----------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.

Dated:

*
---------------------------
Signature Guaranteed

*
---------------------------

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed and the guarantor of the signature must be acceptable to the
transfer agent.

A-9
<PAGE> 142
EXHIBIT B

FORM OF CLASS B CERTIFICATE

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED
OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN
OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT (AS DEFINED HEREIN).

DAIMLER-BENZ VEHICLE TRUST 1996-A

____% ASSET BACKED CERTIFICATE
CLASS B

evidencing a fractional undivided interest in the Trust, as defined
below, the property of which includes, among other things, a pool of
retail installment contracts, and retail loans evidenced by notes,
secured by new and used medium-and heavy-duty trucks and tractors
manufactured by Freightliner Corporation ("Freightliner") and used
trucks and tractors and new and used trailers manufactured by
companies other than Freightliner, and sold to the Trust by
Daimler-Benz Vehicle Receivables Corporation.

(This Certificate represents an interest in the Trust and does not
represent an interest in or obligation of Daimler-Benz Vehicle
Receivables Corporation or Mercedes-Benz Credit Corporation or any of
their respective affiliates, except to the extent described below.)

NUMBER: ________
FINAL SCHEDULED
DISTRIBUTION DATE: ________, ____ $___________________

THIS CERTIFIES THAT ______________________ is the registered owner of
a ______________________________ dollar nonassessable, fully-paid, fractional
undivided interest in the Daimler-Benz Vehicle Trust 1996-A (the "Trust")
formed by Daimler-Benz Vehicle Receivables Corporation, a Delaware corporation
(the "Seller"). The Trust was created pursuant

B-1
<PAGE> 143
to a Pooling and Servicing Agreement, dated as of November 1, 1996 (the
"Agreement"), among the Seller, Mercedes-Benz Credit Corporation, in its
individual capacity and as Servicer (the "Servicer"), and Citibank, N.A., as
Trustee (the "Trustee") and as Payahead Agent, Class A Agent and Class B Agent,
a summary of certain of the pertinent provisions of which is set forth below.
To the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Agreement. This Certificate is one
of the duly authorized Certificates designated as "____% Asset Backed
Certificates, Class B" (herein called the "Class B Certificates"). Also issued
under the Agreement are Certificates designated as "____% Asset Backed
Certificates, Class A" (the "Class A Certificates"). The Class B Certificates
and the Class A Certificates are herein collectively called the "Certificates."
The aggregate undivided interest in the Principal Balance of the Receivables
held by the Trust evidenced by the Class B Certificate is __%. This Class B
Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement, to which Agreement the Holder of this Class B
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The property of the Trust includes (as more fully described in the
Agreement) a pool of retail installment contracts (the "Receivables") for new
and used medium-and heavy-duty trucks and tractors manufactured by Freightliner
and used trucks and tractors and new and used trailers manufactured by
companies other than Freightliner, together with all accessions thereto,
securing the Receivables (the "Financed Vehicles"), all monies due under the
Receivables on or after November 1, 1996 (but excluding Excess Amounts), all of
the Seller's security interests in the "Financed Vehicles", all rights to
receive payments under certain circumstances from the Reserve Funds, all of the
Seller's rights under the Shortfall Amount Agreement, all of the Seller's
rights to receive proceeds from claims on physical damage, credit life and
disability insurance policies relating to the Financed Vehicles and the
obligors under the Receivables, certain rights under the Purchase Agreement,
the Servicing Guaranty Agreement and certain other property. The rights of the
Holders of the Class B Certificates are subordinated to the rights of the
Holders of the Class A Certificates, to the extent set forth in the Agreement.

Under the Agreement, there will be distributed on the 20th day
of each month or, if such 20th day is not a Business Day, the next Business Day
(the "Distribution

B-2
<PAGE> 144
Date"), commencing on December 20, 1996, to the person in whose name this Class
B Certificate is registered at either the close of business on the 19th day of
the current calendar month or, after the issuance of Definitive Certificates
pursuant to the Agreement, the last day of the Collection Period immediately
preceding the month in which such Distribution Date occurs (the "Record Date"),
interest at the Pass-Through Rate for a period of 30 days on the Class B
Principal Balance as of the first day of such Collection Period (reduced by the
amount of principal distributions to be made on the Distribution Date in such
Collection Period) plus the Class B Interest Carryover Shortfall generally to
the extent of funds available from the Available Interest remaining after
payments of Servicing Fee and Class A Interest and Class A Interest Carryover
Shortfall to the Class A Certificateholders. The "Class B Principal Balance"
shall equal, initially, the Original Class B Principal Balance and thereafter
will equal the Original Class B Principal Balance, reduced by all amounts
previously distributed to the Class B Certificateholder and allocable to
principal. On each Distribution Date, the Trustee will distribute to the Class
B Certificateholders as of the related Record Date Class B Principal plus any
Class B Principal Carryover Shortfall, generally to the extent of funds
available from the Class B Percentage of Available Principal, from the Class B
Reserve Fund, if any, and from Available Interest remaining after payment of
all prior amounts, subject to the subordination of the Class B Certificate as
provided in the Agreement. "Class B Principal" shall consist of the Class B
Percentage, respectively, of (a) the principal portion of all scheduled
payments due on Receivables during the preceding Collection Period; (b) the
Principal Balance of each Receivable that became a Prepaid Receivable during
the preceding Collection Period except to the extent included in (a) or (d);
(c) the Principal Balance of each Receivable that was purchased by the Servicer
or repurchased by the Seller, in each case, under an obligation that arose
during the preceding Collection Period, except to the extent included in (a);
and (d) the principal balance of each Receivable liquidated during the
preceding Collection Period, except to the extent included in (a) or (b). A
"Collection Period" with respect to a Distribution Date will be the calendar
month preceding the month in which such Distribution Date occurs. The "Class B
Interest Carryover Shortfall" as of the close of any Distribution Date means
the excess, if any, of the Class B Interest for such Distribution Date plus any
outstanding Class B Interest Carryover Shortfall from the preceding

B-3
<PAGE> 145
Distribution Date, over the amount of interest that the Holders of the Class B
Certificates actually received on such current Distribution Date (plus thirty
(30) days' interest on the amount of such excess, to the extent permitted by
law, at the Pass-Through Rate). The "Class B Principal Carryover Shortfall" as
of the close of any Distribution Date means the excess of Class B Principal
plus any outstanding Class B Principal Carryover Shortfall from the preceding
Distribution Date over the amount of principal that the Holders of the Class B
Certificates actually received on such current Distribution Date.

The Holder of this Class B Certificate by virtue of the
acceptance hereof assents to the appointment, pursuant to Section 4.7 of the
Agreement, of Citibank, N.A. acting solely as agent, and not as Trustee, for
such Holder with respect to the Class B Reserve Fund and the Class B Reserve
Fund Property.

Each Holder of this Class B Certificate acknowledges and
agrees that its rights to receive distributions in respect of this Class B
Certificate are subordinated to the extent set forth in the Agreement to the
rights of the Class A Certificateholders to receive distributions in respect of
the Class A Certificates and the rights of the Servicer to receive the
Servicing Fee (and any unpaid Servicing Fees from prior Collection Periods) in
the event of delinquency or defaults on the Receivables.

Distributions on this Class B Certificate will be made by the
Trustee by wire transfer or check mailed to the Class B Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class B Certificate or the making of any notation hereon. Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Class B Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class B Certificate at the office or agency maintained for
that purpose by the Trustee in the Borough of Manhattan, The City of New York.

Reference is hereby made to the further provisions of this
Class B Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.

B-4
<PAGE> 146
Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee, by manual signature,
this Class B Certificate shall not entitle the holder hereof to any benefit
under the Agreement or be valid for any purpose.

B-5
<PAGE> 147
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and
not in its individual capacity has caused this Class B Certificate to be duly
executed.

DAIMLER-BENZ VEHICLE
TRUST 1996-A

By: CITIBANK, N.A.,
as Trustee

By:
-----------------------------
Name:
Title:

DATED:
----------

[SEAL]

ATTEST:

- ------------------------
Authorized Officer

B-6
<PAGE> 148
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

CITIBANK, N.A., as Trustee

By:
---------------------------
Authorized Officer

B-7
<PAGE> 149
REVERSE OF CERTIFICATE

The Certificates do not represent an obligation of, or an
interest in, the Seller, the Servicer, the Trustee or any affiliate of any of
them. The Certificates are limited in right of payment to certain collections
and recoveries respecting the Receivables, all as more specifically set forth in
the Agreement. A copy of the Agreement may be examined during normal business
hours at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Seller and the rights of the Certificateholders under the
Agreement at any time by the Seller and the Trustee with the consent of the
Holders of Class A Certificates and Class B Certificates, each voting as a
class, evidencing not less than a majority of the Class A Principal Balance and
Class B Principal Balance, respectively. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee.

The Class B Certificates are issuable only as registered
Certificates without coupons in denominations of $100,000 or in any amount in
excess $1000 and integral multi-

B-8
<PAGE> 150

ples thereof. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

The Trustee, the Certificate Registrar, and any agent of the
Trustee or the Certificate Registrar may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.

The obligations and responsibilities created by the
Agreement and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only following the last day of
any Collection Period as of which the Pool Balance is equal to or less than 10%
of the Original Pool Balance of the Receivables.

B-9
<PAGE> 151
ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby
sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- ------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

- ------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

- ------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.

Dated:

*
--------------------------
Signature Guaranteed:

*
--------------------------

B-10
<PAGE> 152
EXHIBIT C

FORM OF SERVICER'S CERTIFICATE

The undersigned certifies that he is a [title]
of Mercedes-Benz Credit Corporation, a corporation in good standing under the
laws of the state of its incorporation (the "Company"), and that as such he is
duly authorized to execute and deliver this certificate on behalf of the
Company pursuant to Section 3.8 of the Pooling and Servicing Agreement, dated
as of November 1, 1996, among the Company, in its individual capacity and as
Servicer, Daimler-Benz Vehicle Receivables Corporation, as Seller, and
Citibank, N.A., as Trustee, Payahead Agent, Class A Agent and Class B Agent, of
the Daimler-Benz Vehicle Trust 1996-A (the "Pooling and Servicing Agreement")
(all capitalized terms used herein without definition have the respective
meanings specified in the Pooling and Servicing Agreement), and further
certifies that:

1. The Servicer's report for the period
from __________ to ____________ attached to this certificate is
complete and accurate and contains all information required by
Section 3.8 of the Pooling and Servicing Agreement; and

2. As of the date hereof, no Event of
Servicing Termination or event that with notice or lapse of time or
both would become an Event of Servicing Termination has occurred.

IN WITNESS WHEREOF, I have affixed hereunto my
signature and the corporate seal of the Company this ______ day of
____________, 19__.

_________________, for and on
behalf of

MERCEDES-BENZ CREDIT
CORPORATION

By:
-----------------------------
Name:
Title:

C-1
<PAGE> 153
EXHIBIT E

Dated as of
November 1, 1996

SHORTFALL AMOUNT AGREEMENT

Daimler-Benz Vehicle Receivables Corporation
1201 North Market Street, 14th Floor
Wilmington, Delaware 19801

Ladies and Gentlemen:

We (the "Seller") hereby confirm arrangements made as of the
date hereof with you (the "Purchaser") to be effective upon (i) receipt by the
Seller of the enclosed copy of this letter agreement (the "Shortfall Amount
Agreement"), executed by the Purchaser, and (ii) execution of the Purchase
Agreement dated as of November 1, 1996 (the "Purchase Agreement"), between the
Seller and the Purchaser, and payment of the purchase price thereunder.

1. On or prior to the Determination Date preceding each
Distribution Date, the Servicer shall notify the Purchaser and the Seller of
the Shortfall Amounts for such Distribution Date.

2. In consideration of the purchase price paid under the
Purchase Agreement, the Seller agrees to establish the Class A Reserve Fund
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 1996
(the "Pooling and Servicing Agreement") among the Seller in its individual
capacity and as Servicer, the Purchaser and Citibank, N.A., as Trustee,
Payahead Agent, Class A Agent and Class B Agent and make a payment of the
Shortfall Amounts to the Purchaser, or to any assignee of the Purchaser
referred to in Section 5 hereof, on each Distribution Date if and to the extent
that such amounts shall not have been paid at or prior to 12:00 noon, New York
City time, pursuant to subsection 4.7(f) of the Pooling and Servicing Agreement
because of the insuf-

E-1

<PAGE> 154
Daimler-Benz Vehicle
Receivables Corporation
November 1, 1996
Page 2

ficiency of amounts on deposit in the Class A Reserve Fund.

3. All payments pursuant hereto shall be made by federal
wire transfer (same day) funds or in immediately available funds, to such
account as the Purchaser, or any assignee of the Purchaser referred to in
Section 5 hereof, may designate in writing to the Seller prior to the relevant
Distribution Date.

4. Our agreements set forth in this Shortfall Amount
Agreement are our primary obligations and such obligations are irrevocable,
absolute and unconditional, shall not be subject to any counterclaim, setoff or
defense (other than full and strict compliance by us with our obligations
hereunder) and shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by, any circumstances
or condition whatsoever.

5. The Purchaser will sell, transfer, assign and convey
its interest in this Shortfall Amount Agreement to the Daimler-Benz Vehicle
Trust 1996-A (the "Trust"), and the Seller hereby acknowledges and consents to
such sale, transfer, assignment and conveyance. In addition, the Seller hereby
agrees, for the benefit of the Trust, that following such sale, transfer,
assignment and conveyance this Shortfall Amount Agreement shall not be amended,
modified or terminated without the consent of the Trustee.

6. THIS SHORTFALL AMOUNT AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

7. Except as otherwise provided herein, all demands,
notices and communications under this Shortfall Amount Agreement shall be in
writing, personally delivered, sent by telecopier, sent by courier or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt by the Pur-

E-2

<PAGE> 155

Daimler-Benz Vehicle
Receivables Corporation
November 1, 1996
Page 3

chaser or the Seller. All notices shall be
directed as set forth below, or to such other address or to the attention of
such other person as the relevant party shall have designated for such purpose
in a written notice.

The Purchaser:

Daimler-Benz Vehicle Receivables Corporation
1201 North Market Street
Suite 1406
Wilmington, Delaware 19801
Attention: Douglas Huwer
Facsimile #: (302) 426-1900

The Seller:

Mercedes-Benz Credit Corporation
201 Merritt 7, Suite 700
Norwalk, Connecticut 06856-5425
Attention: David A. Klanica
Facsimile #: (203) 845-7540

8. This Shortfall Amount Agreement may be executed in
one or more counterparts and by the different parties hereto on separate
counterparts, all of which shall be deemed to be one and the same document.

9. Capitalized terms used herein but not otherwise
defined shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.

E-3
<PAGE> 156
Daimler-Benz Vehicle
Receivables Corporation
November 1, 1996
Page 4

If the foregoing satisfactorily sets forth the terms and
conditions of our agreement, please indicate your acceptance thereof by signing
in the space provided below and returning to us the enclosed duplicate original
of this letter.

Very truly yours,

MERCEDES-BENZ CREDIT
CORPORATION

By:
---------------------------
Name:
-----------------------
Title:
----------------------

Agreed and accepted as of __________, 1996.

DAIMLER-BENZ VEHICLE
RECEIVABLES CORPORATION

By:
---------------------------
Name:
-----------------------
Title:
----------------------
E-4
<PAGE> 157
EXHIBIT F

SERVICING GUARANTY AGREEMENT

This Servicing Guaranty Agreement ("Guaranty Agreement") is
executed as of the 1st day of November, 1996 by Daimler-Benz North America
Corporation, a corporation organized and existing under the laws of the State
of Delaware (the "Guarantor"), in favor of Citibank, N.A., as trustee (the
"Trustee") of Daimler-Benz Vehicle Trust 1996-A.

PRELIMINARY STATEMENTS

Daimler-Benz Vehicle Receivables Corporation, as seller (the
"Seller"), Mercedes-Benz Credit Corporation ("MBCC"), in its individual
capacity and as servicer (the "Servicer"), Citibank, N.A., as Payahead Agent,
Class A Agent, Class B Agent and as the Trustee are entering into a Pooling and
Servicing Agreement (the "Servicing Agreement") dated as of November 1, 1996,
pursuant to which up to $862,927,984.74 of ____% Asset Backed Certificates,
Class A and Class B (the "Certificates") will be issued;

The Guarantor is the owner of 100% of the capital stock of MBCC; and

It is a condition precedent to the Servicer's right to retain
collections on the Receivables for its personal use prior to each Distribution
Date that the Guarantor execute this Guaranty Agreement and deliver it to the
Trustee.

In consideration of the execution of the Servicing Agreement by the
Trustee and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor
agrees as follows:

1. Definitions. Unless otherwise defined in this Guaranty
Agreement, all defined terms used in this Guaranty Agreement, including the
Preliminary Statements

F-1
<PAGE> 158
hereof, shall have the meanings ascribed to such terms in the Servicing
Agreement.

2. Guaranty of Obligations. The Guarantor unconditionally
guarantees the full and timely performance of all of the obligations of MBCC as
Servicer to make required remittances on each Distribution Date pursuant to
subsections 4.1(d) and 4.2(a) of the Servicing Agreement (the "Obligations").

3. Validity of Obligations; Irrevocability. The Guarantor
agrees that its obligations under this Guaranty Agreement shall be
unconditional, irrespective of (i) the validity, enforceability, discharge,
disaffirmance, settlement or compromise (by any Person other than the Trustee,
including a trustee in bankruptcy or other similar official) of the Obligations
or of the Servicing Agreement, (ii) the absence of any attempt to collect the
Obligations from MBCC or any guarantor, (iii) the waiver or consent by the
Trustee with respect to any provision of any instrument evidencing the
Obligations, (iv) any change of the time, manner or place of payment or
performance, or any other term of any of the Obligations, (v) any law,
regulation or order of any jurisdiction affecting any term of any of the
Obligations or rights of the Trustee with respect thereto, (vi) the failure by
the Trustee to take any steps to perfect and maintain perfected its interest in
the Receivables or other property acquired by the Trustee from the Seller or
any security or collateral related to the Obligations, or (vii) any other
circumstances which might otherwise constitute a legal or equitable discharge
or defense of a guarantor. The Guarantor agrees that the Trustee shall be
under no obligation to marshall any assets in favor of or against or in payment
of any or all of the Obligations. The Guarantor further agrees that, to the
extent that MBCC makes a payment or payments to the Trustee, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to MBCC, its
estate, trustee, receiver or any other party, including without limitation, the
Guarantor, under any bankruptcy, insolvency or similar state or federal law,
common law or equitable cause, then to the extent of such payment or repayment,
the Obligation or part thereof which has been paid, reduced or satisfied by
such amount shall be reinstated and continued in full force and effect as of
the

F-2
<PAGE> 159
date such initial payment, reduction or satisfaction occurred. The Guarantor
waives all presentments, demands for performance, notices of dishonor and
notices of acceptance of this Guaranty. The Guarantor agrees that its
obligations under this Guaranty shall be irrevocable.

4. Representations and Warranties. The Guarantor hereby
represents and warrants to the Trustee, as of the date hereof, as follows:

(a) Organization, etc. The Guarantor is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full corporate power, authority and legal
right to own or lease all of its properties and assets, to carry on its
business as it is now being conducted and to execute, deliver and perform this
Guaranty Agreement. The Guarantor is duly qualified as a foreign corporation
in good standing under the laws of each other jurisdiction in which the nature
of its business requires such qualification and in which failure to so qualify
would render this Guaranty Agreement unenforceable or would have a material
adverse effect on the Guarantor's ability to perform its obligations under this
Guaranty Agreement.

(b) Authorization; Valid Agreement. The execution,
delivery and performance of this Guaranty Agreement has been duly authorized by
all required corporate or other action on the part of the Guarantor, and this
Guaranty Agreement constitutes the legal, valid and binding obligation of the
Guarantor, enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

(c) No Conflicts. The execution, delivery and
performance by the Guarantor of this Guaranty Agreement does not and will not
(a) contravene its charter or by-laws, (b) in any material respect, violate any
provision of, or require any filing, registration, consent or approval under,
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to the
Guarantor, (c) result in a material breach of or constitute a material default
or require any consent under any

F-3
<PAGE> 160
material indenture or loan or credit agreement or any other material agreement,
lease or instrument to which the Guarantor is a party or by which it or its
properties may be bound or affected or (d) result in, or require, the creation
or imposition of any material lien upon or with respect to any of the
properties now owned or hereafter acquired by the Guarantor.

(d) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of the Guarantor, threatened
against the Guarantor before any governmental authority (a) asserting the
invalidity of this Guaranty Agreement, (b) seeking to prevent the consummation
of the transactions contemplated by this Guaranty Agreement, (c) seeking any
determination or ruling that would materially adversely affect the performance
by the Guarantor of its obligations under this Guaranty Agreement or (d)
seeking any determination or ruling that would materially adversely affect the
validity or enforceability of this Guaranty Agreement.

IN WITNESS WHEREOF, this Guaranty Agreement has been duly
executed by the Guarantor as of the ___ day of __________, 1996.

DAIMLER-BENZ NORTH AMERICA
CORPORATION

By
-------------------------------
Name:
Title:

Acknowledged and accepted
as of the ___ day of
___________, 1996

CITIBANK, N.A.
as Trustee

By
--------------------------
Name:
Title:

F-4
<PAGE> 161
EXHIBIT G-1

TRANSFER CERTIFICATE

In connection with a transfer of Class B Certificates (the "Certificates")
issued under the Pooling and Servicing Agreement dated as of November 1, 1996
(the "Agreement"), among Daimler-Benz Vehicle Receivables Corporation, as
Seller, Mercedes-Benz Credit Corporation, as Servicer and in its individual
capacity, and Citibank, N.A., as Trustee, Class A Agent, Class B Agent and
Payahead Agent, the undersigned confirms that, without utilizing any general
solicitation or general advertising, the Certificates are being transferred:

CHECK ONE BOX BELOW
____
(1) /___/ to a person that the undersigned reasonably believes
is a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), that is
purchasing for its own account or for the account of
a "qualified institutional buyer", that is aware that
the transfer is being made in reliance on Rule 144A
and that is delivering to the Certificate Registrar a
Representation Letter in the form of Exhibit G-2 to
the Agreement;

____
(2) /___/ to an institutional investor that is an "accredited
investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is
delivering to the Certificate Registrar a
Representation Letter in the form of Exhibit G-3 to
the Agreement; or
____
(3) /___/ to a person that the undersigned reasonably believes
is not a "U.S. person" within the meaning of
Regulation S under the Securities Act that is
delivering to the Certificate Registrar a
Representation Letter in the form of Exhibit G-4 to
the Agreement.

G-1-1
<PAGE> 162
Unless one of the boxes is checked, the Certificate Registrar will refuse to
register any of the Certificates in the name of any person other than the
registered holder thereof; provided, however, that if box (2) is checked, the
Seller may require, prior to registering any such transfer of the Certificates,
in its sole discretion, such legal opinions, certifications and other
information as the Seller may reasonably request to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.

Capitalized terms used herein which are not defined herein
shall have the meanings used in the Agreement.

Date:
---------------------

Signature:
------------------------------
NAME OF TRANSFEROR

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

G-1-2
<PAGE> 163
EXHIBIT G-2

Form of Purchaser's Letter for
Qualified Institutional Buyers
Under Rule 144A

Daimler-Benz Vehicle
Receivables Corporation
1201 North Market Street
Suite 1406
Wilmington, Delaware 19801

Citibank, N.A.,
as Certificate Registrar

Re: Daimler-Benz Vehicle Trust 1996-A

Ladies and Gentlemen:

In connection with our proposed purchase of Class B Certificates (the
"Certificates") issued under the Pooling and Servicing Agreement dated as of
November 1, 1996 (the "Agreement"), among Daimler-Benz Vehicle Receivables
Corporation, as Seller, Mercedes-Benz Credit Corporation, as Servicer and in
its individual capacity, and Citibank, N.A., as Trustee, Class A Agent, Class B
Agent and Payahead Agent, the undersigned (the "Purchaser") represents,
warrants and agrees that:

1. The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"); it is purchasing the Certificates for its own account or for
the account of a "qualified institutional buyer" and not with a view to any
resale, distribution or other disposition of the Certificates in violation of
the United States securities laws; it is aware that the sale to it is being
made in reliance on Rule 144A; it has received such information regarding the
Certificates, the Agreement and the Trust (as defined in the Agreement) as it
has requested pursuant to Rule 144A or has determined not to request such
information; and it is aware that the transferor of the Certificates is relying
upon the Purchaser's foregoing representations in

G-2-1
<PAGE> 164
order to claim the exemption from registration provided by Rule 144A.

2. The Purchaser agrees, on its own behalf and on behalf of any
account for which it is acting, that should it sell, pledge or otherwise
transfer any Certificates, it will do so only (a) to a "qualified institutional
buyer" in accordance with Rule 144A that delivers to the Certificate Registrar
a representation letter in the form of this letter, (b) to an institutional
investor that is an "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that delivers to the Certificate
Registrar a representation letter in the form of Exhibit G-3 to the Agreement,
or (c) to a person that is not a "U.S. person" in accordance with Regulation S
that delivers to the Certificate Registrar a representation letter in the form
of Exhibit G-4 to the Agreement.

3. Either (a) the Purchaser is not (i) an employee benefit plan
(within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")), whether or not it is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"), or (iii) an entity
that is using "plan assets" (as defined in Title 29 C.F.R. Section 2510.3-101)
by reason of a plan's investment in such entity, or (b) the Purchaser is
described in any of clause (3)(a)(i), (ii) or (iii), and represents that
(assuming less than 25% of the principal amount of the Class B Certificates is
held by entities described in clause (3)(a)(i), (ii) or (iii)) the purchase and
holding of the Certificates will either not constitute a "prohibited
transaction" within the meaning of section 406 of ERISA or section 4975 of the
Code, or there is a regulatory or administrative exemption available for such
prohibited transaction. If the Purchaser is making the representation
contained in clause (3)(b) of the preceding sentence, the Purchaser has so
informed the Seller, the Trustee and the Certificate Registrar prior to the
date hereof.

4. The Purchaser is/is not described in any of clause (3)(a)(i),
(ii) or (iii) above.

G-2-2
<PAGE> 165
5. The Purchaser is purchasing the Certificates through
____________________ as its nominee if applicable.

6. The Purchaser is/is not a Person (other than a benefit
plan investor) who has discretionary authority or control with respect to the
assets of the Trust or a Person who provides investment advice for a fee
(direct or indirect) with respect to such assets, or an affiliate of such a
Person.

Capitalized terms used herein which are not defined herein
shall have the meanings used in the Agreement.

Dated:
------------------

Very truly yours,

-------------------------------
NAME OF PURCHASER

By:
----------------------------

Name:
--------------------------

Title:
-------------------------

NOTE: To be executed by an executive
officer

G-2-3
<PAGE> 166
EXHIBIT G-3

Form of Purchaser's Letter for
Institutional Accredited Investors

Daimler-Benz Vehicle
Receivables Corporation
1201 North Market Street
Wilmington, Delaware 19801

Citibank, N.A.,
as Certificate Registrar

Re: Daimler-Benz Vehicle Trust 1996-A

Ladies and Gentlemen:

1. The Purchaser understands that the Certificates have not been,
and will not be, registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and may not be sold except as
permitted in the following sentence. The Purchaser agrees that should it sell,
pledge or otherwise transfer any Certificates, it will do so only (a) to a
"qualified institutional buyer" in accordance with Rule 144A under the
Securities Act that delivers to the Certificate Registrar a representation
letter in the form of Exhibit G-2 to the Agreement, (b) to an institutional
investor that is an "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that delivers to the Certificate
Registrar a representation letter in the form of this letter or (c) to a person
that is not a "U.S. person" in accordance with Regulation S that delivers to
the Certif-

G-3-1
<PAGE> 167
icate Registrar a representation letter in the form of Exhibit G-4 to
the Agreement. The Purchaser further agrees, in the capacities stated above,
that it will provide to any person purchasing any of the Certificates from the
Purchaser a notice advising such person that resales of the Certificates are
restricted as stated herein, and that it will not make any general solicitation
or advertisement in connection with any resale of the Certificates.

2. The Purchaser understands that, on any proposed resale of
any Certificates, the Purchaser will be required to furnish to the Certificate
Registrar such certifications, legal opinions and other information as the
Certificate Registrar may reasonably require to confirm that the proposed sale
is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Purchaser further
understands that the Certificates purchased by the Purchaser will bear a legend
to the foregoing effect.

3. The Purchaser is an institutional investor and an
"accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act). The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Certificates and the Purchaser is able to bear
the economic risk of its investment.

4. The Purchaser is acquiring the Certificates for its own
account for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act.

5. The Purchaser has received the Private Placement
Memorandum dated _______ relating to the private placement of the Certificates
and the Purchaser has received such other information as it deems necessary in
order to make its investment decision.

6. Either (a) the Purchaser is not (i) an employee benefit
plan (within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), whether or not it is subject to
the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Internal Revenue Code of 1986, as amended (the "Code"), or (iii) an
entity that is using "plan assets"

G-3-2
<PAGE> 168
(as defined in Title 29 C.F.R. Section 2510.3-101) by reason of a plan's
investment in such entity, or (b) the Purchaser is described in any of clause
(6)(a)(i), (ii) or (iii), and represents that (assuming less than 25% of the
principal amount of the Class B Certificates is held by entities described in
clause (6)(a)(i), (ii) or (iii)) the purchase and holding of the Certificates
will either not constitute a "prohibited transaction" within the meaning of
section 406 of ERISA or section 4975 of the Code, or there is a regulatory or
administrative exemption available for such prohibited transaction. If the
Purchaser is making the representation contained in clause (6)(b) of the
preceding sentence, the Purchaser has so informed the Seller, the Trustee and
the Certificate Registrar prior to the date hereof.

7. The Purchaser is/is not described in any of
clause (6)(a)(i), (ii) or (iii) above.

8. The Purchaser is purchasing the Certificates through
____________________ as its nominee if applicable.

9. The Purchaser is/is not a Person (other than a benefit
plan investor) who has discretionary authority or control with respect to the
assets of the Trust or a Person who provides investment advice for a fee
(direct or indirect) with respect to such assets, or an affiliate of such a
Person.

Capitalized terms used herein which are not defined herein
shall have the meanings used in the Agreement.

Dated:
------------------

Very truly yours,

-------------------------------
NAME OF PURCHASER

By:
----------------------------

Name:
--------------------------

Title:
-------------------------

G-3-3
<PAGE> 169
EXHIBIT G-4

Form of Purchaser's Letter for
Non-U.S. Persons
Under Regulation S

Daimler-Benz Vehicle
Receivables Corporation
1201 North Market Street
Suite 1406
Wilmington, Delaware 19801

Citibank, N.A.,
as Certificate Registrar

Re: Daimler-Benz Vehicle Trust 1996-A

Ladies and Gentlemen:

1. The Purchaser is not a "U.S. person" within the meaning of
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act").

2. The Purchaser agrees, on its own behalf and on behalf of any
account for which it is acting, that should it sell, pledge or otherwise
transfer any Certificates, it will do so only (a) to a "qualified institutional
buyer" in accordance with Rule 144A that delivers to the Certificate Registrar
a representation letter in the form of Exhibit G-2 to the Agreement, (b) to an
institutional investor that is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that delivers to the
Certificate Registrar a representation

G-4-1
<PAGE> 170
letter in the form of Exhibit G-3 to the Agreement, or (c) to a person that is
not a "U.S. person" in accordance with Regulation S that delivers to the
Certificate Registrar a representation letter in the form of this letter.

3. The Purchaser is purchasing the Certificates through
____________________ as its nominee if applicable.

Capitalized terms used herein which are not defined herein
shall have the meanings used in the Agreement.

Dated:
------------------

Very truly yours,

-------------------------------
NAME OF PURCHASER

By:
----------------------------

Name:
--------------------------

Title:
-------------------------

NOTE: To be executed by an executive
officer

G-4-2
<PAGE> 171
EXHIBIT G-5

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO A PERSON THAT THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, THAT IS AWARE THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND
THAT DELIVERS TO THE CERTIFICATE REGISTRAR UNDER THE POOLING AND SERVICING
AGREEMENT DATED AS OF NOVEMBER 1, 1996 AMONG DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION, AS SELLER, MERCEDES-BENZ CREDIT CORPORATION, AS SERVICER AND IN
ITS INDIVIDUAL CAPACITY, AND CITIBANK, N.A., AS TRUSTEE, CLASS A AGENT, CLASS B
AGENT, AND PAYAHEAD AGENT, (THE "AGREEMENT"), A REPRESENTATION LETTER IN THE
FORM OF EXHIBIT G-2 TO THE AGREEMENT, (2) TO AN INSTITUTIONAL INVESTOR THAT IS
AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7)
UNDER THE SECURITIES ACT THAT DELIVERS TO THE CERTIFICATE REGISTRAR A
REPRESENTATION LETTER IN THE FORM OF EXHIBIT G-3 TO THE AGREEMENT, OR (3) TO A
PERSON THAT IS NOT A U.S. PERSON WITHIN THE MEANING OF REGULATION S THAT
DELIVERS TO THE CERTIFICATE REGISTRAR A REPRESENTATION LETTER IN THE FORM OF
EXHIBIT G-4 TO THE AGREEMENT. THE HOLDER MUST, PRIOR TO ANY TRANSFER PURSUANT
TO CLAUSE (2) ABOVE, FURNISH TO THE CERTIFICATE REGISTRAR SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THE SELLER MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

G-5-1

<PAGE> 1
EXHIBIT 5.1

November 20, 1996

Daimler-Benz Vehicle Receivables Corporation
1201 Market Street, 14th Floor
Wilmington, DE 19801

Re: Daimler-Benz Vehicle Trust 1996-A

Dear Sirs:

We have acted as counsel to Daimler-Benz Vehicle Receivables Corporation (the
"Company") in connection with the proposed issuance by Daimler-Benz Vehicle
Trust 1996-A, a trust originated by the Company, of asset-backed certificates
(the "Certificates") in a public offering being registered with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, pursuant
to a registration statement of the Company on Form S-1 (Registration No.
333-15571), as amended to the date hereof (the "Registration Statement"). Any
capitalized term not defined herein shall have the same meaning ascribed to it
in the Registration Statement.

We have examined originals or copies certified to our satisfaction of such
corporate records, agreements, instruments and other documents as we have
deemed necessary in order to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity with
the originals of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to
all facts material to the opinion expressed below that have not been
independently established, we have relied upon certificates of officers and
representatives of the Company and Mercedes-Benz Credit Corporation.

The opinion expressed below is limited to the laws of the State of New York and
the federal laws of the United States of America, and we express no opinion on
the effect on the matters covered by such opinion of the laws of any other
jurisdiction.
<PAGE> 2
Based upon and subject to the foregoing, we are of the opinion that the
Certificates have been duly and validly authorized by the Company, and when the
Certificates are issued and sold as contemplated by the Agreement, they will be
legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to be named therein.

Very truly yours,

MORGAN, LEWIS & BOCKIUS LLP

<PAGE> 1
EXHIBIT 8.1

November 20, 1996

Daimler-Benz Vehicle Receivables Corporation
1201 Market Street, 14th Floor
Wilmington, DE 19801

Re: Daimler-Benz Vehicle Trust 1996-A

Ladies and Gentlemen:

We have acted as special tax counsel to Daimler-Benz Vehicle Receivables
Corporation (the "Company") in connection with the proposed issuance by
Daimler-Benz Vehicle Trust 1996-A, a trust to be formed pursuant to a Pooling
and Servicing Agreement to be entered into among the Company, as Seller,
Mercedes-Benz Credit Corporation, in its individual capacity and as Servicer,
and Citibank, N.A., as Trustee, Payahead Agent, Class A Agent and Class B
Agent, of asset-backed certificates in a public offering being registered with
the Securities and Exchange Commission under the United States Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a registration
statement of the Company on Form S-1 (Registration No. 333-15571), as amended
to the date hereof (the "Registration Statement"). Capitalized terms used
herein and not otherwise defined herein have the respective meanings ascribed
to them in the Registration Statement.

In arriving at the opinion expressed below, we have examined originals or
copies certified to our satisfaction of such corporate records, agreements,
instruments and other documents as we have deemed necessary in order to render,
the opinion expressed below.

In our examination, we have assumed the authenticity of original documents, the
accuracy of copies and the genuineness of signatures. We understand and assume
that (i) any agreement which we have examined will represent the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms, and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each such agreement
will comply with all of their respective covenants, agreements and undertakings
contained therein, and (iii) the transactions provided for by each such
agreement will be carried out in accordance with its terms.
<PAGE> 2
Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.

Based upon and subject to the foregoing, we hereby confirm the opinion referred
to in the first sentence under the sub-heading "Tax Status as a Grantor Trust;
Scope of Tax Opinion" and, furthermore, we are of the opinion that the
descriptions of matters of law and legal conclusions set forth in the
Registration Statement under the heading "Certain Federal Income Tax
Consequences" are correct in all material respects. While such descriptions
discuss the material anticipated United States federal income tax consequences
applicable to certain Class A Certificate Owners, they do not purport to
discuss all federal income tax consequences and our opinion is limited to those
federal income tax consequences specifically discussed therein.

In giving the foregoing opinion, we express no opinion other than as to the
federal income tax law of the United States of America.

We are furnishing this letter in our capacity as counsel to the Company and
this letter is solely for the Company's benefit. This letter is not to be
used, circulated, quoted or otherwise referred to for any other purpose, except
as set forth below.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
captions "Prospectus Summary - Tax Status" and "Certain Federal Income Tax
Consequences" in the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required to be filed with the Registration Statement under the provisions of
the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

MORGAN, LEWIS & BOCKIUS LLP

<PAGE> 1
EXHIBIT 10.1

PURCHASE AGREEMENT

This Purchase Agreement is made as of the 1st day of November, 1996,
by and between MERCEDES-BENZ CREDIT CORPORATION, a Delaware corporation (the
"Seller"), having its principal executive office at 201 Merritt 7, Suite 700,
Norwalk, Connecticut 06856-5425, and DAIMLER-BENZ VEHICLE RECEIVABLES
CORPORATION, a Delaware corporation (the "Purchaser"), having its principal
executive office at 1201 North Market Street, Wilmington, Delaware 19801.

WHEREAS, in the regular course of its business, the Seller purchases
from commercial vehicle dealers certain retail installment contracts for, and
retail loans evidenced by notes secured by, new and used medium- and heavy-duty
trucks and tractors manufactured by Freightliner Corporation ("Freightliner"),
and used trucks and tractors manufactured by companies other than Freightliner.

WHEREAS, the Seller and the Purchaser wish to set forth the terms
pursuant to which the Receivables (as hereinafter defined) are to be sold by
the Seller to the Purchaser, which Receivables will be transferred by the
Purchaser, pursuant to the Pooling and Servicing Agreement (as hereinafter
defined), to the Daimler-Benz Vehicle Trust 1996-A (the "Trust") to be created
thereunder, which Trust will issue certificates representing fractional
undivided interests in such Receivables and the other property of the Trust
(the "Certificates").

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

ARTICLE I

CERTAIN DEFINITIONS

Terms not defined in this Agreement shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement. As used in this
Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the
singular and plural forms of the terms defined):

"Agreement" shall mean this Purchase Agreement and all amendments
hereof and supplements hereto.

"Assignment" shall mean an assignment in the form of Exhibit A hereto.

"Pooling and Servicing Agreement" shall mean the Pooling and Servicing
Agreement dated as of the date hereof by and among Mercedes-Benz Credit
Corporation, in its individual
<PAGE> 2
capacity and as servicer, the Purchaser, as seller, and Citibank, N.A., as
trustee, as payahead agent and as agent for the holders of the Class A
Certificates and the Class B Certificates.

"Prospectus" shall have the meaning assigned to such term in the
Underwriting Agreement.

"Receivable" shall mean each retail installment contract which appears
on Exhibit B hereto and all amendments thereof and supplements thereto.

"Receivables Purchase Price" shall mean $______________.

"Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Exhibit B.

"Underwriting Agreement" shall mean the Underwriting Agreement dated
November __, 1996 by and between Goldman, Sachs & Co., as representative of the
Underwriters, the Purchaser, as seller, and Daimler-Benz North America
Corporation.

"Underwriters" shall mean the several underwriters listed in Schedule
I to the Underwriting Agreement.

ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

2.1 Purchase and Sale of Receivables.

(a) Sale of Receivables. On the Closing Date, subject to
the terms and conditions of this Agreement, the Seller shall sell, transfer,
assign and otherwise convey to the Purchaser, without recourse, and the
Purchaser shall purchase, all right, title and interest of the Seller, whether
now owned or hereafter acquired, in and to the following: (i) the Receivables,
and all monies due thereunder on or after the Cutoff Date (including any monies
received prior to the Cutoff Date that are due on or after the Cutoff Date and
were not used to reduce the principal balance of the Receivables but excluding
Excess Amounts); (ii) the security interests in the Financed Vehicles granted
by Obligors pursuant to the Receivables; (iii) all of the Seller's rights to
receive proceeds from claims on physical damage, credit life and disability
insurance policies covering Financed Vehicles or the Obligors; (iv) the rights
of recourse of the Seller against Dealers arising out of breaches by Dealers
with respect to the Receivables; (v) all of the Seller's rights to all
documents contained in the Receivable Files; and (vi) all proceeds of any and
all of the foregoing. The sale, transfer, assignment and conveyance made
hereunder shall not constitute and is not intended to result in an assumption
by the Purchaser of any obligation of the Seller to the Obligors, the Dealers
or any other Person in connection with the Receivables and

-2-
<PAGE> 3
the property transferred under this Section 2.1(a) or any agreement, document
or instrument related thereto.

(b) Receivables Purchase Price. In consideration for the
Receivables and other properties described in Section 2.1(a), the Purchaser
shall, on the Closing Date, pay to the Seller the Receivables Purchase Price.
An amount equal to $______________ of the Receivables Purchase Price shall be
paid to the Seller in cash. The remaining $_____________ of the Receivables
Purchase Price shall be deemed paid and returned to the Purchaser and be
considered a contribution to the capital of the Purchaser. The portion of the
Receivables Purchase Price to be paid in cash shall be paid by federal wire
transfer (same day) funds to such account in New York, New York as the Seller
shall designate.

2.2 The Closing. The sale and purchase of the Receivables shall
take place at a closing (the "Closing") at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022 on the
Closing Date, simultaneously with the closings under: (a) the Pooling and
Servicing Agreement pursuant to which the Purchaser will transfer to the Trust
all of the Purchaser's right, title and interest in and to the Receivables and
other property described in Section 2.1(a) in exchange for the Class A
Certificates and Class B Certificates; and (b) the Underwriting Agreement,
pursuant to which the Purchaser will sell to the Underwriters the Class A
Certificates.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Purchaser. The
Purchaser makes the following representations and warranties:

(a) Organization and Good Standing. The Purchaser has
been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware.

(b) Power and Authority. The Purchaser has the power and
authority to execute and deliver this Agreement and to carry out its terms.
The Purchaser has full power and authority to purchase the property to be sold
and assigned by the Seller and has duly authorized such purchase by all
necessary corporate action; and the execution, delivery and performance of this
Agreement has been duly authorized by the Purchaser by all necessary corporate
action.

(c) Binding Obligations. This Agreement constitutes the
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as enforceability may be
eliminated by bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

-3-
<PAGE> 4
(d) No Violation. The execution, delivery and
performance by the Purchaser of this Agreement and the consummation of the
transactions contemplated hereby and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or bylaws of the Purchaser, or conflict with, or
breach any of the terms or provisions of, or constitute (with or without notice
or lapse of time) a default under, any indenture, agreement, mortgage, deed of
trust or other instrument to which the Purchaser is a party or by which the
Purchaser is bound or any of its properties are subject, or result in the
creation or imposition of any lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or other
instrument or violate any law, order, rule or regulation, applicable to the
Purchaser or its properties, of any federal or state regulatory body, any
court, administrative agency, or other governmental instrumentality having
jurisdiction over the Purchaser or any of its properties.

(e) No Proceedings. There are no proceedings or
investigations pending, or, to the knowledge of the Purchaser, threatened,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Purchaser or its
properties: (a) asserting the invalidity of this Agreement, (b) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement, or (c) seeking any determination or ruling that might materially and
adversely affect the performance by the Purchaser of its obligations under, or
the validity or enforceability of, this Agreement.

3.2 Representations and Warranties of the Seller

(a) The Seller makes the following representations and
warranties to the Purchaser:

(i) Organization and Good Standing. The Seller
has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware, with power and
authority to own its properties and to conduct its business as such
properties shall be currently owned and such business is currently
conducted, and had at all relevant times, and has, power, authority,
and legal right to acquire and own the Receivables.

(ii) Due Qualification. The Seller is duly
qualified to do business as a foreign corporation in good standing,
and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the
conduct of its business shall require such qualifications, except
where the failure of the Seller to so qualify or obtain such licenses
or approvals would not have a material adverse effect on the Seller or
any Receivable.

(iii) Power and Authority. The Seller has the
power and authority to execute and deliver this Agreement and to carry
out its terms. The

-4-
<PAGE> 5
Seller has full power and authority to sell and assign the property to
be sold and assigned to the Purchaser and has duly authorized such
sale and assignment to the Purchaser by all necessary corporate
action; and the execution, delivery, and performance of this Agreement
have been duly authorized by the Seller by all necessary corporate
action.

(iv) Valid Sale; Binding Obligations. This
Agreement and the Assignment effect a valid sale, transfer, and
assignment of the Receivables and the other property conveyed by the
Seller to the Purchaser hereunder, enforceable against creditors of
and purchasers from the Seller; and this Agreement and the Assignment
constitute legal, valid and binding obligations of the Seller,
enforceable against the Seller in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.

(v) No Violation. The execution, delivery and
performance by the Seller of this Agreement and the consummation of
the transactions contemplated hereby and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of
time) a default under, the certificate of incorporation or bylaws of
the Seller, or conflict with, or breach any of the terms or provisions
of, or constitute (with or without notice or lapse of time) a default
under, any indenture, agreement, mortgage, deed of trust or other
instrument to which the Seller is a party or by which the Seller is
bound or any of its properties are subject, or result in the creation
or imposition of any lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or
other instrument, or violate any law, order, rule, or regulation,
applicable to the Seller or its properties, of any federal or state
regulatory body, any court, administrative agency, or other
governmental instrumentality having jurisdiction over the Seller or
any of its properties.

(vi) No Proceedings. There are no proceedings or
investigations pending, or, to the knowledge of the Seller,
threatened, before any court, regulatory body, administrative agency,
or other tribunal or governmental instrumentality having jurisdiction
over the Seller or its properties: (a) asserting the invalidity of
this Agreement, (b) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, or (c) seeking any
determination or ruling that might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement.

-5-
<PAGE> 6
(b) The Seller makes the following representations and
warranties as to the Receivables on which the Purchaser relies in accepting the
Receivables. Such representations and warranties speak as of the execution and
delivery of this Agreement, but shall survive the sale, transfer, and
assignment of the Receivables to the Purchaser and the subsequent assignment
and transfer pursuant to the Pooling and Servicing Agreement:

(i) Characteristics of Receivables. Each
Receivable (a) was originated in the United States of America by a
Dealer for the retail sale of one or more Financed Vehicles in the
ordinary course of such Dealer's business, was fully and properly
executed by the parties thereto, was purchased by the Seller from such
Dealer under an existing Dealer Agreement with the Seller, was validly
assigned by such Dealer to the Seller, (b) contains customary and
enforceable provisions such that the rights and remedies of the holder
thereof shall be adequate for realization against the collateral of
the benefits of the security, (c) except in the case of a Balloon
Receivable, provides for fixed monthly payments that fully amortize
the Amount Financed by maturity and yields interest at the APR of such
Receivable, and in the case of a Balloon Receivable, provides for
fixed monthly payments that amortize the Amount Financed to an amount
equal to the Balloon Payment by maturity, provides for a Balloon
payment at maturity that is sufficient to pay the remaining Amount
Financed of the Receivable, and yields interest at the APR of such
receivable, (d) is a retail installment contract, (e) is secured by
one or more Financed Vehicles, and (f) except to the extent any
Receivable may become a Prepaid Receivable, provides for allocation of
payments in accordance with the Actuarial Method.

(ii) Schedule of Receivables. The information set
forth in Exhibit B to this Agreement was true and correct in all
material respects as of the opening of business on the Cutoff Date,
and no selection procedures believed by the Seller to be adverse to
the Certificateholders were utilized in selecting the Receivables.

(iii) Compliance with Law. Each Receivable and the
sale of the related Financed Vehicles complied at the time it was
originated or made, and complies at the execution of this Agreement,
in all material respects with all requirements of applicable federal,
State, and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the
Magnusson-Moss Warranty Act, the Federal Reserve Board's Regulations B
and Z, and State adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws.

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<PAGE> 7
(iv) Binding Obligation. To the best of the
Seller's knowledge, each Receivable represents the legal, valid, and
binding payment obligation in writing of the related Obligor,
enforceable by the holder thereof in accordance with its terms except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation or other
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.

(v) No Government Obligor. Neither the United
States of America nor any State or any agency, department, or
instrumentality of the United States of America or any State is an
Obligor.

(vi) Security Interest in Financed Vehicle. To
the best of the Seller's knowledge, immediately prior to the sale,
assignment, and transfer of each Receivable to the Purchaser
hereunder, such Receivable shall be secured by a validly perfected
first priority security interest in each related Financed Vehicle in
favor of the Seller as secured party. Such security interest is being
assigned by the Seller to the Purchaser pursuant to this Agreement
except that no certificate of title or certificate of ownership with
respect to any such Financed Vehicle has been or will be amended to
identify the Purchaser as a secured party. At such time as
enforcement of such security interest is sought, there shall exist a
valid, subsisting and enforceable first priority security interest in
each such Financed Vehicle. The foregoing representations and
warranties with respect to perfection and enforceability of a security
interest in a Financed Vehicle do not cover statutory or other liens
arising after the Closing Date by operation of law or any rights of
third parties arising after the Closing Date as a result of the fraud
or forgery of the vehicle owner or administrative error by state
recording officials which are prior to such security interest.

(vii) No Defenses. No right of rescission, setoff,
counterclaim, or defense has been asserted or, to the best of the
Seller's knowledge, threatened with respect to any Receivable.

(viii) No Liens. To the best of Seller's knowledge,
no liens or claims have been field for work, labor, or materials
relating to a Financed Vehicle that are liens prior to, or equal or on
a parity with, the secured interest in the Financed Vehicle granted by
the related Receivable.

(ix) No Default, Repossession. Except for payment
defaults continuing for a period of not more than thirty days as of
the Cutoff Date, to the best of the Seller's knowledge, no default,
breach, violation, or event permitting acceleration under the terms of
any Receivable and no event that with notice or the lapse of time
would constitute such a default, breach, violation, or event

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<PAGE> 8
permitting acceleration under the terms of any Receivable has
occurred; and no Financed Vehicle was repossessed on or prior to the
Cutoff Date.

(x) Insurance. Except in the case of certain
fleet customers which are permitted to be self-insured in accordance
with the Seller's customary standards, the Seller, in accordance with
its customary procedures, has determined that each Obligor has
obtained or agreed to obtain physical damage insurance covering such
Obligor's Financed Vehicle(s).

(xi) Title. It is the intention of the Seller
that the transfer and assignment of the Receivables herein
contemplated constitute a sale of the Receivables from the Seller to
the Purchaser and that the beneficial interest in and title to the
Receivables not be part of the Seller's estate in the event of the
filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Receivable has been sold, transferred assigned, or
pledged by the Seller to any Person other than the Purchaser. The
Seller is transferring title to each Receivable free and clear of all
Liens and rights of others and has perfected such transfer under the
UCC.

(xiii) All Filings Made. All filings (including,
without limitation, UCC filings) necessary in any jurisdiction to give
the Purchaser a first priority perfected security interest in the
Receivables have been made.

(xiv) Chattel Paper. Each Receivable constitutes
"chattel paper" as defined in the UCC.

(xv) One Original. There is only one original
executed copy of each Receivable.

(xvi) Principal Balance. Each Receivable had a
remaining Principal Balance as of the Cutoff Date of not more than
$7,380,657.16 and not less than $527.08.

(xvii) No Bankrupt Obligors. To the best of the
Seller's knowledge, no Obligor under any Receivable was, as of the
Cutoff Date, the subject of a proceeding under the Bankruptcy Code of
the United States or was bankrupt.

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<PAGE> 9
(xviii) New and Used Vehicles. Approximately 77.9%
of the aggregate Principal Balance of the Receivables, constituting
51.5% of the Receivables as of the Cutoff Date relate to new
Commercial Vehicles, and approximately 22.1% of the aggregate
Principal Balance of the Receivables, constituting 48.5% of the
Receivables as of the Cutoff Date relate to used Commercial Vehicles.

(xix) Origination. Each receivable has an
origination date prior to November 1, 1996.

(xx) Maturity of Receivables. Each Receivable had
a remaining maturity, as of the Cutoff Date, of not more than 80
months and an original maturity of not more than 84 months.

(xxi) Annual Percentage Rate. Each Receivable has
an APR of at least 6.90% and not more than 21.04%.

(xxii) Payments. No Receivable had a payment that
was more than 60 days overdue as of the Cutoff Date.

(xxiii) Billing Address. The Obligor under each
Receivable had a current billing address in the United States as of
the Cutoff Date.

(xxiv) Concentration Limit. No single Obligor
accounts for more than 2.0%, by Principal Balance of Receivables, of
the Original Pool Balance.

ARTICLE IV

CONDITIONS

4.1 Conditions to Obligation of the Purchaser. The obligation of
the Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:

(a) Representations and Warranties True. The
representations and warranties of the Seller hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Seller shall have performed all obligations to be performed by it hereunder on
or prior to the Closing Date.

(b) Computer Files Marked. The Seller shall, at its own
expense, on or prior to the Closing Date, indicate in its computer files that
the Receivables have been sold to the Purchaser pursuant to this Agreement and
deliver to the Purchaser the Schedule of Receivables certified by an officer of
the Seller to be true, correct and complete.

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<PAGE> 10
(c) Documents to be delivered by the Seller at the
Closing.

(i) The Assignment. At the Closing, the Seller
will execute and deliver the Assignment.

(ii) Evidence of UCC Filing. On or prior to the
Closing Date, the Seller shall record and file, at its own expense, a
UCC-1 financing statement in each jurisdiction in which it is required
by applicable law, executed by the Seller, as seller or debtor, and
naming the Purchaser, as purchaser or secured party, naming the
Receivables and the other property conveyed hereunder as collateral,
meeting the requirements of the laws of each such jurisdiction and in
such manner as is necessary to perfect the sale, transfer, assignment
and conveyance of such Receivable to the Purchaser. The Seller shall
deliver a file-stamped copy, or other evidence satisfactory to the
Purchaser of such filing, to the Purchaser on or prior to the Closing
Date.

(iii) Other Documents. Such other documents as the
Purchaser may reasonably request.

(d) Other Transactions. The transactions contemplated by
the Pooling and Servicing Agreement shall be consummated on the Closing Date.

4.2 Conditions to Obligation of the Seller. The obligation of the
Seller to sell the Receivables to the Purchaser is subject to the satisfaction
of the following conditions:

(a) Representations and Warranties True. The
representations and warranties of the Purchaser hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Purchaser shall have performed all obligations to be performed by it hereunder
on or prior to the Closing Date.

(b) Receivables Purchase Price. On the Closing Date, the
Purchaser will deliver to the Seller the Receivables Purchase Price, as
provided in Section 2.1(b).

ARTICLE V

COVENANTS OF THE SELLER

The Seller agrees with the Purchaser as follows, provided, however,
that to the extent that any provision of this ARTICLE V conflicts with any
provision of the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall govern:

5.1 Protection of Right, Title and Interest.

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<PAGE> 11
(a) The Seller shall execute and file such financing
statements and cause to be executed and filed such continuation statements, all
in such manner and in such places as may be required by law fully to preserve,
maintain, and protect the interest of the Purchaser in the Receivables and in
the proceeds thereof. The Seller shall deliver (or cause to be delivered) to
the Purchaser file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

(b) The Seller shall not change its name, identity or
corporate structure in any manner that would, could, or might make any
financing statement or continuation statement filed by the Seller in accordance
with Section 5.1(a) above seriously misleading within the meaning of Section
9-402(7) of the UCC, unless it shall have given the Purchaser at least five
days' prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.

(c) The Seller shall give the Purchaser at least 60 days'
prior written notice of any relocation 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 promptly file any such
amendment.

5.2 Costs and Expenses. The Seller agrees to pay all reasonable
costs and disbursements in connection with the perfection, as against all third
parties, of the Purchaser's right, title and interest in and to the
Receivables.

5.3 Indemnification. The Seller shall indemnify and hold harmless
the Purchaser from and against any and all taxes that may at any time be
asserted against the Purchaser with respect to the transactions contemplated
herein, including, without limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege, or license taxes and costs
and expenses in defending against the same except for income, franchise or
other taxes measured by net income. These indemnity obligations shall be in
addition to any obligation that the Seller may otherwise have.

5.4 Sale. The Seller agrees to treat this conveyance for all
purposes (including without limitation tax and financial accounting purposes)
as a sale on all relevant books, records, tax returns, financial statements and
other applicable documents.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1 Obligations of Seller. The obligations of the Seller under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

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<PAGE> 12
6.2 Repurchase upon Breach. The Purchaser shall inform the Seller
promptly, in writing, upon the discovery of any breach or failure to be true of
the representations and warranties made by the Seller pursuant to Section
3.2(b) and, in the case of subsections 3.2(b)(iv), (vi), (vii), (ix) and
(xvii), any breach or failure which would have occurred if such warranty had
not been made to the best knowledge of the Seller. Unless the breach or
failure shall have been cured by the last day of the Collection Period which
includes the 60th day after the date on which the Seller becomes aware of, or
receives written notice from the Purchaser of, such breach or failure, the
Seller shall repurchase from the Purchaser any Receivable, the interests of the
Purchaser in which are materially and adversely affected by the breach or
failure, on the Distribution Date immediately following such Collection Period
but with effect from the first day of the Collection Period in which such
Distribution Date occurs. In consideration of the purchase of a Receivable
hereunder, the Seller shall remit the Purchase Amount of such Receivable to the
Purchaser. The sole remedy of the Purchaser with respect to a breach or
failure to be true of the representations and warranties made by the Seller
pursuant to Section 3.2(b) shall be to require the Seller to repurchase the
relevant Receivable pursuant to this Section 6.2.

6.3 Purchaser's Assignment of Repurchased Receivables. With
respect to all Receivables purchased by the Seller pursuant to Section 6.2, the
Purchaser shall assign, without recourse, representation, or warranty, to the
Seller all the Purchaser's right, title, and interest in and to such
Receivables, and all security and documents and all other property conveyed
pursuant to Section 2.1(a) with respect to such Receivables. Such assignment
shall be a sale and assignment outright, and not for security. If, in any
enforcement suit or legal proceeding, it is held that the Seller may not
enforce any such Receivable on the ground that it shall not be a real party in
interest or a holder entitled to enforce the Receivable, the Purchaser and any
transferee or assignee of the Purchaser shall, at the expense of the Seller,
take such steps as the Seller deems necessary to enforce the Receivable,
including bringing suit in the Purchaser's name or in the name of any
transferee or assignee of the Purchaser.

6.4 Trust. The seller acknowledges that: the Purchaser will,
pursuant to the Pooling and Servicing Agreement, sell the Receivables to the
Trust and assign its rights under this Agreement to the Trustee for the benefit
of the Certificateholders. The Seller hereby consents to such sale and
assignment.

6.5 Amendment. This Agreement may be amended from time to time by
a written amendment duly executed and delivered by the Seller and the
Purchaser.

6.6 Accountants' Letters.

(a) KPMG Peat Marwick will review the characteristics of
the Receivables described in the Schedule of Receivables hereto and will
compare those characteristics to the information with respect to the
Receivables contained in the Prospectus.

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<PAGE> 13
(b) The Seller will cooperate with the Purchaser and KPMG
Peat Marwick in making available all information and taking all steps
reasonably necessary to permit such accountants to complete the review set
forth in Section 6.6(a) above and to deliver the letters required of them under
the Underwriting Agreement.

(c) KPMG Peat Marwick will deliver to the Purchaser a
letter, dated the date of the Prospectus, in the form previously agreed to by
the Seller and the Purchaser, with respect to the financial and statistical
information contained in the Prospectus under the caption "Delinquency and Loss
Experience" and with respect to such other information as may be agreed in the
form of letter.

6.7 Waivers. No failure or delay on the part of the Purchaser in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.

6.8 Notices. All demands, notices and communications under this
Agreement shall be in writing, personally delivered, sent by telecopier, sent
by courier or mailed by certified mail, return receipt requested, and shall be
deemed to have been given upon receipt to either party at its address shown in
the opening portion of this Agreement or at such other address as may be
designated by a party by notice to the other party.

6.9 Costs and Expenses. The Seller will pay all expenses incident
to the performance of its obligations under this Agreement and the Seller
agrees to pay all reasonable out-of-pocket costs and expenses of the Purchaser,
excluding fees and expenses of counsel, in connection with the perfection as
against third parties of the Purchaser's right, title and interest in and to
the Receivables and the enforcement of any obligation of the Seller hereunder.

6.10 Confidential Information. The Purchaser agrees that it will
neither use nor disclose to any person the names and addresses of the Obligors,
except in connection with the performance by the Purchaser of its obligations,
or the enforcement of the Purchaser's rights, under this Agreement, the
Receivables or the Pooling and Servicing Agreement or as required by law.

6.11 Governing Law. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES UNDER THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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<PAGE> 14
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date and year first above written.

MERCEDES-BENZ CREDIT CORPORATION

By
---------------------------------------
Name:
Title

DAIMLER-BENZ VEHICLE RECEIVABLES CORPORATION

By
---------------------------------------
Name:
Title

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<PAGE> 15
EXHIBIT A

ASSIGNMENT

For value received, in accordance with the Purchase Agreement dated as
of November 1, 1996, between the undersigned and DAIMLER-BENZ VEHICLE
RECEIVABLES CORPORATION (the "Purchaser") (the "Purchase Agreement"), the
undersigned does hereby sell, assign transfer and otherwise convey unto the
Purchaser, without recourse, all right, title and interest of the undersigned
whether nor owned or hereafter acquired, in and to the following: (i) the
Receivables, and all monies due thereunder on or after the Cutoff Date
(including any monies received prior to the Cutoff Date that are due on or
after the Cutoff Date and were not used to reduce the Principal Balance of the
Receivables but excluding Excess Amounts); (ii) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables; (iii) all of
the Seller's rights to receive proceeds from claims on physical damage, credit
life and disability insurance policies covering Financed Vehicles or the
Obligors; (iv) the rights of recourse against Dealers arising out of breaches
by Dealers with respect to the Receivables; (v) all of the Seller's rights to
all documents contained in the Receivable Files; and (vi) all proceeds of any
and all of the foregoing. The foregoing sale does not constitute and is not
intended to result in any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other person in connection with
the Receivables, Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.

This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.

Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in or pursuant to the Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed as of November 1, 1996.

MERCEDES-BENZ CREDIT CORPORATION

By
-------------------------------------
Name:
Title
<PAGE> 16
Exhibit B

Schedule of Receivables

DELIVERED TO PURCHASER

AT CLOSING