July 28, 1999
Daiwa Finance Corporation
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Re: MF Receivables Corp. IV
Ladies and Gentlemen:
Reference is made to that certain Xxxxxxx and Restated Credit Agreement,
dated as of July 28, 1999, and that certain Amended and Restated Credit
Agreement, dated as of July 28, 1999 (collectively, the "Daiwa Agreements"),
each among the MF Receivables Corp. IV, a Delaware corporation ("XX XX"), Monaco
Finance, Inc., a Colorado corporation ("Monaco"), and Daiwa Finance Corporation.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed thereto in the Daiwa Agreements. Pursuant to the provisions of the
applicable Program Documents (and, in particular, the Security Agreements), you,
or the Servicer (as that term is defined in the Daiwa Agreements) at your
direction, are required to disburse certain funds or release assets to or upon
the order of XX XX (any such property, the "Specified Property") in accordance
with the instructions delivered under the Security Agreements and/or the
Servicing Agreements.
This letter hereby constitutes irrevocable notice to you that all
Specified Property payable or deliverable to or upon the order of XX XX
(including any and all money and property to which XX XX is entitled in
accordance with the Program Documents) is to be paid or delivered solely in
accordance with the instructions provided by The Bank of New York, as collateral
agent (in such capacity, the "Collateral Agent"), under that certain Pledge and
Custodial Agreement, dated as of July 28, 1999 (the "Pledge and Custodial
Agreement"), among MF Receivables Holding Corp. ("Pacific"), Norwest Bank
Minnesota, National Association, as Indenture Trustee (as defined therein),
Rothschild North America, Inc. and Collateral Agent. Such Specified Property
represents dividends payable on account of the MF IV's outstanding shares of
common stock.
These instructions are irrevocable and shall not be revised without the
prior written consent of the Collateral Agent, unless the Collateral Agent has
notified you otherwise in writing, and shall be binding on you and your
successors and assigns.
Very truly yours,
MF RECEIVABLES CORP. IV
By: _______________________________
Name:
Title:
THE BANK OF NEW YORK, as Collateral Agent
By: _______________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
DAIWA FINANCE CORPORATION
By: _______________________________
Name:
Title:
