TRUST AGREEMENT among METLIFE CAPITAL FUNDING CORP. III, as Transferor

Exhibit 4.3

EXECUTION COPY

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METLIFE CAPITAL EQUIPMENT LOAN TRUST 1997-A

TRUST AGREEMENT

among

METLIFE CAPITAL FUNDING CORP. III,
as Transferor

METLIFE CAPITAL CORPORATION,

and

WILMINGTON TRUST COMPANY,
as Owner Trustee

Dated as of May 1, 1997

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

SECTION 1.01. Capitalized Terms......................................... 1
SECTION 1.02. Other Definitional Provisions............................. 2

ARTICLE II

ORGANIZATION

SECTION 2.01. Name..................................................... 3
SECTION 2.02. Office................................................... 3
SECTION 2.03. Purpose and Powers....................................... 3
SECTION 2.04. Appointment of Owner Trustee............................. 4
SECTION 2.05. Initial Capital Contribution of Trust Estate............. 4
SECTION 2.06. Declaration of Trust..................................... 4
SECTION 2.07. Title to Trust Property.................................. 5
SECTION 2.08. Situs of Trust........................................... 5
SECTION 2.09. Representations and Warranties of Transferor............. 5

ARTICLE III

CERTIFICATE

SECTION 3.01. Initial Ownership........................................ 6
SECTION 3.02. Form of Certificates..................................... 6
SECTION 3.03. Authentication of Certificate............................ 6

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.01. Prior Notice to Owner and Transferor with Respect to
Certain Matters.......................................... 7
SECTION 4.02. Action By Transferor with Respect to Certain Matters..... 7
SECTION 4.03. Restrictions on Power.................................... 7

ARTICLE V

AUTHORITY AND DUTIES OF OWNER TRUSTEE

Page
----
SECTION 5.01. General Authority........................................ 8
SECTION 5.02. General Duties........................................... 8
SECTION 5.03. Action Upon Instruction.................................. 8
SECTION 5.04. No Duties Except as Specified in this Agreement or in
Instructions............................................. 9
SECTION 5.05. No Action Except under Specified Documents or
Instructions............................................. 9
SECTION 5.06. Restrictions............................................. 9

ARTICLE VI

CONCERNING THE OWNER TRUSTEE

SECTION 6.01. Acceptance of Trusts and Duties......................... 10
SECTION 6.02. Furnishing of Documents................................. 11
SECTION 6.03. Representations and Warranties.......................... 11
SECTION 6.04. Reliance; Advice of Counsel............................. 12
SECTION 6.05. Not Acting in Individual Capacity....................... 12
SECTION 6.06. Owner Trustee Not Liable for Certificate, Notes or
Receivables............................................. 12
SECTION 6.07. Owner Trustee May Own Notes............................. 13

ARTICLE VII

COMPENSATION OF OWNER TRUSTEE

SECTION 7.01. Owner Trustee's Fees and Expenses....................... 13
SECTION 7.02. Indemnification......................................... 13
SECTION 7.03. Payments to the Owner Trustee........................... 14

ARTICLE VIII

TERMINATION OF TRUST AGREEMENT

SECTION 8.01. Termination of Trust Agreement.......................... 14

ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 9.01. Eligibility Requirements for Owner Trustee.............. 14
SECTION 9.02. Resignation or Removal of Owner Trustee................. 15
SECTION 9.03. Successor Owner Trustee................................. 15

SECTION 9.04. Merger or Consolidation of Owner Trustee................ 16
SECTION 9.05. Appointment of Co-Trustee or Separate Trustee........... 16

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Supplements and Amendments.............................. 17
SECTION 10.02. No Legal Title to Owner Trust Estate in Owner........... 18
SECTION 10.03. Limitations on Rights of Others......................... 18
SECTION 10.04. Notices................................................. 18
SECTION 10.05. Severability............................................ 19
SECTION 10.06. Separate Counterparts................................... 19
SECTION 10.07. Successors and Assigns.................................. 19
SECTION 10.08. Covenant of theTransferor............................... 19
SECTION 10.09. No Petition............................................. 19
SECTION 10.10. No Recourse............................................. 19
SECTION 10.11. Headings................................................ 20
SECTION 10.12. GOVERNING LAW........................................... 20
SECTION 10.13. Certificate Transfer Restrictions....................... 20
SECTION 10.14. Transferor Payment Obligation........................... 20
SECTION 10.15. Certain Tax Matters..................................... 20

EXHIBITS

EXHIBIT A FORM OF CERTIFICATE......................................... A-1
EXHIBIT B FORM OF CERTIFICATE OF TRUST................................ B-1

iii

TRUST AGREEMENT dated as of May 1, 1997, among METLIFE CAPITAL FUNDING
CORP. III, a Delaware corporation, as Transferor, METLIFE CAPITAL
CORPORATION, a Delaware corporation and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Owner Trustee.

ARTICLE I

DEFINITIONS

SECTION 1.01. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

"Administration Agreement" means the Administration Agreement dated as of
May 1, 1997, among the Administrator, the Trust, the Transferor and the
Indenture Trustee, as the same may be amended, modified or supplemented from
time to time.

"Administrator" means MetLife Capital Corporation, a Delaware
corporation, or any successor Administrator under the Administration
Agreement.

"Agreement" shall mean this Trust Agreement, as the same may be amended
and supplemented from time to time.

"Basic Documents" shall mean the Contribution and Sale Agreement, the
Transfer and Servicing Agreement, the Indenture, the Administration
Agreement, the Depository Agreement, the Notes, the Certificate and the other
documents and certificates delivered in connection therewith.

"Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as the same may be amended
from time to time.

"Certificate" shall mean the certificate evidencing the beneficial
interest of the Owner in the Trust, substantially in the form attached hereto
as Exhibit A.

"Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit B which has been filed for the Trust pursuant to Section 3810(a) of
the Business Trust Statute.

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

"Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust
Administration; or at such other address as the Owner Trustee may designate
by notice to the Transferor, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor owner trustee
will notify the Transferor).

"Depository Agreement" means the agreement among the Trust, the Indenture
Trustee, the Administrator and The Depository Trust Company, dated as of the
Closing Date, substantially in the form of Exhibit C to the Indenture.

"Expenses" shall have the meaning assigned to such term in Section 7.02.

"Indenture Trustee" shall mean The Chase Manhattan Bank, not in its
individual capacity but solely as Indenture Trustee under the Indenture, and
any successor Indenture Trustee under the Indenture.

"MCC" shall mean MetLife Capital Corporation, a Delaware corporation.

"▇▇▇▇▇▇▇ ▇▇▇▇▇" shall have the meaning assigned to such term in Section
2.03(a)(i).

"Owner" shall mean GSS Holdings, Inc.

"Owner Trust Estate" shall mean all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Transfer and Servicing Agreement, all monies, securities,
instruments and other property on deposit from time to time in the Trust
Accounts and all other property of the Trust from time to time, including any
rights of the Owner Trustee and the Trust pursuant to the Transfer and
Servicing Agreement and the Administration Agreement.

"Owner Trustee" shall mean Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement (unless otherwise specified herein), and any successor Owner
Trustee hereunder.

"Secretary of State" shall mean the Secretary of State of the State of
Delaware.

"Transfer and Servicing Agreement" shall mean the Transfer and Servicing
Agreement among the Trust, the Transferor, as transferor, and MetLife Capital
Corporation, as servicer, dated as of May 1, 1997, as the same may be
amended, modified or supplemented from time to time.

"Transferor" shall mean MetLife Capital Funding Corp. III in its capacity
as Transferor hereunder.

"Trust" shall mean the trust created by this Agreement.

SECTION 1.02. Other Definitional Provisions. (a) Capitalized terms
used herein and not otherwise defined have the meanings assigned to them in
the Transfer and Servicing Agreement or, if not defined therein, in the
Indenture.

(b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.

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

(d) The words "hereof," "herein," "hereunder," and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation."

(e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

ARTICLE II

ORGANIZATION

SECTION 2.01. Name. The Trust created hereby shall be known as "MetLife
Capital Equipment Loan Trust 1997-A," in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and ▇▇▇ and be sued.

SECTION 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in the
State of Delaware as the Owner Trustee may designate by written notice to the
Transferor.

SECTION 2.03. Purpose and Powers. The purpose of the Trust is to engage
in the following activities:

(i) to issue the Notes pursuant to the Indenture and the
Certificate pursuant to this Agreement, and to sell $304,203,000
aggregate principal amount of the Class A Notes to ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") and $26,452,783
aggregate principal amount of the Class B Notes to the Transferor, each
upon the written order of the Transferor and to issue $1.00 aggregate
principal amount of the Certificate to the Owner upon the written order
of the Transferor;

(ii) with the proceeds of the sale of the Notes, to pay the
Transferor the amounts owed pursuant to Section 2.01 of the Transfer and
Servicing Agreement, by
3

directing ▇▇▇▇▇▇▇ ▇▇▇▇▇ to wire transfer such
proceeds in accordance with instructions received from the Transferor;

(iii) with the proceeds from the sale of the Notes, to fund the
Reserve Account;

(iv) to assign, grant, transfer, pledge, mortgage and convey the
Trust Estate pursuant to the Indenture and to hold, manage and distribute
to the Owner pursuant to the terms of the Transfer and Servicing
Agreement any portion of the Trust Estate released from the Lien of, and
remitted to the Trust pursuant to, the Indenture;

(v) to enter into and perform its obligations under the Basic
Documents to which it is to be a party;

(vi) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and

(vii) subject to compliance with the Basic Documents, to engage
in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of distributions to
the Noteholders.

The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Basic Documents.

SECTION 2.04. Appointment of Owner Trustee. The Transferor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

SECTION 2.05. Initial Capital Contribution of Trust Estate. The
Transferor hereby assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1 received from the Owner. The
Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of
the date hereof, of the foregoing contribution, which shall constitute the
initial Owner Trust Estate and shall be held by the Owner Trustee. The
Transferor shall pay organizational expenses of the Trust as they may arise
or shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Owner, subject to
the obligations of the Trust under the Basic Documents. It is the intention
of the parties hereto that the Trust constitute a business trust under the
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, for income and franchise tax purposes, the Trust shall be disregarded
as an entity and treated as owned in whole by the Transferor. The parties
hereto agree that they will take no action contrary to the foregoing
intention. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and

duties set forth herein and, to the extent not inconsistent herewith, in the
Business Trust Statute with respect to accomplishing the purposes of the
Trust.

SECTION 2.07. Title to Trust Property. Legal title to all the Owner
Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.

SECTION 2.08. Situs of Trust. The Trust will be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of New York. The Trust shall not have any employees in
any state other than Delaware; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or
without the State of Delaware. Payments will be received by the Trust only in
Delaware or New York, and payments will be made by the Trust only from
Delaware or New York. The only office of the Trust will be at the Corporate
Trust Office in Delaware.

SECTION 2.09. Representations and Warranties of Transferor. The
Transferor hereby represents and warrants to the Owner Trustee that:

(a) The Transferor is duly organized and 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 are currently owned and such business is
presently conducted.

(b) The Transferor 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 failure to so qualify or to
obtain such license or approval would render any Receivable unenforceable
that would otherwise be enforceable by the Transferor, the Servicer or
the Owner Trustee.

(c) The Transferor has the power and authority to execute and
deliver this Agreement and to carry out its terms; the Transferor has
full power and authority to assign the property to be assigned to and
deposited with the Trust and the Transferor shall have duly authorized
such assignment and deposit to the Trust by all necessary corporate
action; and the execution, delivery and performance of this Agreement has
been duly authorized by the Transferor by all necessary corporate action.

(d) The consummation of the transactions contemplated by this
Agreement 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 by-laws of the Transferor, or any
indenture, agreement or other instrument to which the Transferor is a
party or by which it is bound; nor result in the creation or imposition
of any Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than pursuant

to the Basic Documents); nor violate any law or, to the best of the
Transferor's knowledge, any order, rule or regulation applicable to the
Transferor of any court, federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Transferor or its properties.

(e) There are no proceedings or investigations pending, or, to the
best of the Transferor's knowledge, threatened, before any court, federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Transferor or its properties
which (i) assert the invalidity of this Agreement or any of the Basic
Documents, (ii) seek to prevent the consummation of any of the
transactions contemplated by this Agreement or any of the Basic
Documents, or (iii) seek any determination or ruling that might
materially and adversely affect the performance by the Transferor of its
obligations under, or the validity or enforceability of, this Agreement
or any of the Basic Documents.

ARTICLE III

CERTIFICATE

SECTION 3.01. Initial Ownership. Upon the formation of the Trust by the
contribution pursuant to Section 2.05, the Owner shall be the sole beneficial
owner of the Trust.

SECTION 3.02. Form of Certificates. The Certificate shall be issued in
registered form in substantially the form of Exhibit A. The Certificate
shall be executed on behalf of the Trust by manual or facsimile signature of
a Trust Officer of the Owner Trustee. The Certificate 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, when duly authenticated pursuant to Section 3.03, be validly
issued and entitled to the benefits of this Agreement, notwithstanding that
such individuals or any of them shall have ceased to be so authorized prior
to the authentication and delivery of the Certificate or did not hold such
offices at the date of authentication and delivery of the Certificate.

SECTION 3.03. Authentication of Certificate. Concurrently with the
initial assignment of the Receivables to the Trust pursuant to the Transfer
and Servicing Agreement, the Owner Trustee shall cause a single Certificate
to be executed on behalf of the Trust, authenticated and delivered to or upon
the written order of the Transferor, signed by its Chairman of the Board, its
President, any Vice President, its Treasurer, its Secretary or any Assistant
Treasurer, without further corporate action by the Transferor. The
Certificate shall not entitle its holder to any benefit under this Agreement,
or be valid for any purpose, unless there shall appear on the Certificate a
certificate of authentication substantially in the form set forth in Exhibit
A, executed by the Owner Trustee or the Owner Trustee's authentication agent,
by manual signature; such authentication shall constitute conclusive evidence
that the Certificate shall have been duly authenticated and delivered
hereunder. The Certificate shall be dated the date of its authentication.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.01. Prior Notice to Owner and Transferor with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless the Owner Trustee shall have notified the Owner
and Transferor and the Transferor shall have given its prior written consent:

(a) the initiation of any claim or lawsuit by the Trust (other than
an action to collect on a Receivable) and the compromise of any action,
claim or lawsuit brought by or against the Trust (other than an action to
collect on a Receivable);

(b) the election by the Trust to file an amendment to the Certificate
of Trust;

(c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Owner and
Transferor;

(e) the amendment, change or modification of the Administration
Agreement, except to cure any ambiguity or to amend or supplement any
provision in a manner that would not materially adversely affect the
interests of the Owner and Transferor; or

(f) the appointment pursuant to the Indenture of a successor Note
Registrar or Trustee, or the consent to the assignment by the Note
Registrar or Trustee of its obligations under the Indenture.

SECTION 4.02. Action By Transferor with Respect to Certain Matters. The
Owner Trustee shall not have the power, except upon the direction of the
Transferor, to (a) remove the Administrator under the Administration
Agreement pursuant to Section 8 thereof, (b) appoint a successor
Administrator pursuant to Section 8 of the Administration Agreement, (c)
remove the Servicer under the Transfer and Servicing Agreement pursuant to
Section 8.01 thereof or (d) except as expressly provided in the Basic
Documents, sell the Receivables after the termination of the Indenture. The
Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Transferor.

SECTION 4.03. Restrictions on Power. The Transferor shall not direct
the Owner Trustee to take or refrain from taking any action if such action or
inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Basic Documents or would be
contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow
any such direction, if given.

ARTICLE V

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 5.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to
or contemplated by the Basic Documents to which the Trust is to be a party,
or any amendment thereto or other agreement, in each case, in such form as
the Transferor shall approve as evidenced conclusively by the Owner Trustee's
execution thereof. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator directs
in writing with respect to the Basic Documents.

SECTION 5.02. General Duties. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant
to the terms of this Agreement and the Basic Documents and to administer the
Trust in the interest of the Transferor, subject to the Basic Documents and
in accordance with the provisions of this Agreement. Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties
and responsibilities hereunder and under the Basic Documents to the extent
the Administrator has agreed in the Administration Agreement to perform any
act or to discharge any duty of the Owner Trustee hereunder or under any
Basic Document, and the Owner Trustee shall not be liable for the default or
failure of the Administrator to carry out its obligations under the
Administration Agreement.

SECTION 5.03. Action Upon Instruction. (a) Subject to Article IV, the
Transferor may, by written instruction, direct the Owner Trustee in the
management of the Trust. Such direction may be exercised at any time by
written instruction of the Transferor pursuant to Article IV.

(b) The Owner Trustee shall not be required to take any action hereunder
or under any Basic Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely
to result in liability on the part of the Owner Trustee or is contrary to the
terms hereof or of any Basic Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document, the Owner Trustee shall promptly give notice (in such form as
shall be appropriate under the circumstances) to the Transferor requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction
of the Transferor received, the Owner Trustee shall not be liable on account
of such action to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action, not inconsistent with this Agreement
or the Basic Documents, as it shall

deem to be in the best interest of the Transferor, and shall have no
liability to any Person for such action or inaction.

(d) In the event that the Owner Trustee is unsure as to the application
of any provision of this Agreement or any Basic Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Transferor requesting instruction and, to the extent that the Owner Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of
such action or inaction, to any Person. If the Owner Trustee shall not have
received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action, not inconsistent with this
Agreement or the Basic Documents, as it shall deem to be in the best
interests of the Transferor, and shall have no liability to any Person for
such action or inaction.

SECTION 5.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Owner Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party, except as
expressly provided by the terms of this Agreement or in any document or
written instruction received by the Owner Trustee pursuant to Section 5.03;
and no implied duties or obligations shall be read into this Agreement or any
Basic Document against the Owner Trustee. The Owner 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 or to prepare or
file any Securities and Exchange Commission filing for the Trust or to record
this Agreement or any Basic Document. The Owner Trustee nevertheless agrees
that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any liens on any part of the Owner Trust Estate that
result from actions by, or claims against, the Owner Trustee that are not
related to the ownership or the administration of the Owner Trust Estate.

SECTION 5.05. No Action Except under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner Trust Estate except
(i) in accordance with the powers granted to and the authority conferred upon
the Owner Trustee pursuant to this Agreement, (ii) in accordance with the
Basic Documents and (iii) in accordance with any document or instruction
delivered to the Owner Trustee pursuant to Section 5.03.

SECTION 5.06. Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (b) that, to the actual knowledge of a Trust Officer of the Owner
Trustee, would result in the Trust's becoming taxable

as a corporation for federal income tax purposes. The Transferor shall not
direct the Owner Trustee to take action that would violate the provisions of
this Section.

ARTICLE VI

CONCERNING THE OWNER TRUSTEE

SECTION 6.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Owner Trust Estate upon the terms of the Basic
Documents and this Agreement. The Owner Trustee shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct or negligence or (ii) in the case
of the inaccuracy of any representation or warranty contained in Section 6.03
expressly made by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding
sentence):

(a) the Owner Trustee shall not be liable for any error of judgment
made by a Trust Officer of the Owner Trustee;

(b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of
the Administrator or the Transferor;

(c) no provision of this Agreement or any Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers
hereunder or under any Basic Document, if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or
provided to it;

(d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents,
including the principal of and interest on the Notes;

(e) the Owner Trustee shall not be responsible for or in respect of
the validity or sufficiency of this Agreement or for the due execution
hereof by the Transferor or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate or for or
in respect of the validity or sufficiency of the Basic Documents, other
than the certificate of authentication on the Certificate, and the Owner
Trustee shall in no event assume or incur any liability, duty, or
obligation to any Noteholder or to any Owner, other than as expressly
provided for herein and in the Basic Documents;

(f) the Owner Trustee shall not be liable for the default or
misconduct of the Administrator, the Indenture Trustee or the Servicer
under any of the Basic Documents

or otherwise, and the Owner Trustee shall
have no obligation or liability to perform the obligations of the Trust
under this Agreement or the Basic Documents that are required to be
performed by the Administrator under the Administration Agreement, the
Indenture Trustee under the Indenture or the Servicer under the Transfer
and Servicing Agreement;

(g) the Owner 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 otherwise or in
relation to this Agreement or any Basic Document, at the request, order or
direction of any of the Transferor, unless the Transferor has offered to
the Owner Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities that may be incurred by the Owner Trustee
therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any Basic Document
shall not be construed as a duty, and the Owner Trustee shall not be
answerable for other than its negligence or willful misconduct in the
performance of any such act; and

(h) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction
other than in the State of Delaware if the taking of such action will (i)
require the registration with, licensing by or the taking of any other
similar action in respect of, any state or other governmental authority or
agency of any jurisdiction other than the State of Delaware by or with
respect to the Owner Trustee; (ii) result in any fee, tax or other
governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State
of Delaware becoming payable by the Owner Trustee; or (iii) subject the
Owner Trustee to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee contemplated hereby.
The Owner Trustee shall be entitled to obtain advice of counsel (which
advice shall be an expense of MCC) to determine whether any action required
to be taken pursuant to the Agreement results in the consequences described
in clauses (i), (ii) and (iii) of the preceding sentence. In the event
that said counsel advises the Owner Trustee that such action will result in
such consequences, the Owner Trustee may, or if instructed to do so by the
Transferor, shall appoint an additional trustee pursuant to Section 9.05
hereby to proceed with such action.

SECTION 6.02. Furnishing of Documents. The Owner Trustee shall furnish
to the Owner and the Indenture Trustee, promptly upon written request
therefor, copies of the Contribution and Sale Agreement, the Transfer and
Servicing Agreement, the Administration Agreement and the Trust Agreement.

SECTION 6.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Transferor, for the benefit of the Owner and
the Transferor, that:

(a) It is a Delaware banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It has
all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement.

(b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to
execute and deliver this Agreement on its behalf.

(c) Neither the execution nor the delivery by it of this Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene
any federal or Delaware law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order
binding on it, or constitute any default under its charter documents or
by-laws or any indenture, mortgage, contract, agreement or instrument to
which it is a party or by which any of its properties may be bound.

SECTION 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion,
bond, or other document or paper believed by it to be genuine and believed by
it to be signed by the proper party or parties. The Owner Trustee may accept
a certified copy of a resolution of the board of directors or other governing
body of any corporate party as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and effect.
As to any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by
the treasurer or other authorized officers of the relevant party, as to such
fact or matter, and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith
in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants
and other skilled persons to be selected with reasonable care and employed by
it. The Owner Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or written
advice of any such counsel, accountants or other such persons.

SECTION 6.05. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document
shall look only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 6.06. Owner Trustee Not Liable for Certificate, Notes or
Receivables. The recitals contained herein and in the Certificate (other than
the signature and counter-signature of the Owner Trustee on the Certificate and
its representations and warranties in Section 6.03)

shall be taken as the statements of the Transferor and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement,
or of the Certificate (other than the signature and countersignature of the
Owner Trustee on the Certificate) or the Notes or of any other Basic Document
or of any Receivable or related documents. The Owner Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Receivable, or the perfection and priority
of any security interest created by any Receivable in any Financed Equipment
or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to the Noteholders under the
Indenture, including, without limitation: the existence, condition and
ownership of any Financed Equipment; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on 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 Transferor or the Servicer with any warranty or
representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation or any action of the
Administrator, the Indenture Trustee or the Servicer or any subservicer taken
in the name of the Owner Trustee.

SECTION 6.07. Owner Trustee May Own Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may deal with the Transferor, the Administrator, the Indenture Trustee and the
Servicer in banking transactions with the same rights as it would have if it
were not Owner Trustee.

ARTICLE VII

COMPENSATION OF OWNER TRUSTEE

SECTION 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have
been separately agreed upon before the date hereof between the Transferor and
the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed
by the Transferor for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder; provided, however, that the Owner Trustee's right to enforce such
obligation shall be subject to the provisions of Section 10.09.

SECTION 7.02. Indemnification. The Transferor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its
successors, assigns, agents and servants (collectively, the "Indemnified
Parties") from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever (collectively, "Expenses") which may at any
time be imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this

Agreement, the Basic Documents, the Owner Trust Estate, the administration of
the Owner Trust Estate or the action or inaction of the Owner Trustee
hereunder, except only that the Transferor shall not be liable for or
required to indemnify the Owner Trustee from and against Expenses arising or
resulting from any of the matters described in the third sentence of Section
6.01; provided, however, that the Owner Trustee's right to enforce such
obligation shall be subject to the provisions of Section 10.09. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In
the event of any claim, action or proceeding for which indemnity will be
sought pursuant to this Section, the Owner Trustee's choice of legal counsel
shall be subject to the approval of the Transferor, which approval shall not
be unreasonably withheld.

SECTION 7.03. Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VII shall be deemed not to be a part
of the Owner Trust Estate immediately after such payment.

ARTICLE VIII

TERMINATION OF TRUST AGREEMENT

SECTION 8.01. Termination of Trust Agreement. (a) This Agreement
(other than Article VIII) and the Trust shall terminate and be of no further
force or effect, upon the final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the Business Trust Statute and the terms of the Indenture and the
Transfer and Servicing Agreement. Any money or other property held as part
of the Owner Trust Estate following such distribution shall be distributed to
the Transferor. The bankruptcy, liquidation, dissolution, termination, death
or incapacity of the Owner shall not (x) operate to terminate this Agreement
or the Trust, or (y) entitle the Owner's legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or Owner Trust Estate
or (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.

(b) Except as provided in Section 8.01(a), neither the Transferor nor the
Owner shall be entitled to revoke or terminate the Trust.

(c) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.

ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Business Trust

Statute; authorized to exercise corporate trust powers; having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authorities; and having (or having a parent
which has) a rating of at least Baa3 by Moody's and at least BBB- by Standard
& Poor's or if not rated, otherwise satisfactory to such Rating Agencies. If
such corporation shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section
9.02.

SECTION 9.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator; provided,
however, that such resignation and discharge shall only be effective upon the
appointment of a successor Owner Trustee. Upon receiving such notice of
resignation, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the
successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner
Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Administrator, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent,
or a receiver of the Owner Trustee or of its property shall be appointed, or
any public officer shall take charge or control of the Owner Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee and payment of all fees owed to
the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide notice
of such resignation or removal of the Owner Trustee to each of the Rating
Agencies.

SECTION 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective and such successor Owner Trustee, without any further act, deed or
conveyance, shall become

fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees
and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Administrator
and the predecessor Owner 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 Owner Trustee all such
rights, powers, duties, and obligations.

No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to the Owner, the Indenture Trustee, the Noteholders and the
Rating Agencies. If the Administrator shall fail to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense
of the Administrator.

SECTION 9.04. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder;
provided such corporation shall be eligible pursuant to Section 9.01, 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;
provided, further that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

SECTION 9.05. Appointment of Co-Trustee or Separate Trustee.
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 Owner Trust Estate or any Financed Equipment may at the time be
located, the Administrator and the Owner Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Owner Trustee to act as co-trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any
part of the Owner Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, the Owner
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 9.01 and no notice
of the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 9.03.

Each separate trustee and co-trustee shall, to the extent permitted by law,
be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties, and obligations conferred or
imposed upon the Owner Trustee shall be conferred upon and exercised or
performed by the Owner 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 Owner 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, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties, and obligations (including the holding of title to
the Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Owner 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;
and

(iii) the Administrator and the Owner Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or
co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. 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 Owner 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 Owner Trustee. Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Administrator.

Any separate trustee or co-trustee may at any time appoint the Owner
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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Supplements and Amendments. This Agreement may be
amended by the Transferor and the Owner Trustee, with prior written notice to
the Rating Agencies, without the consent of any of the Noteholders or the
Owner or any other Person, to cure any ambiguity, to correct or supplement
any provisions in this Agreement.

This Agreement may also be amended from time to time by the Transferor
and the Owner Trustee, with prior written notice to the Rating Agencies, with
the consent of the holders of Notes evidencing not less than a majority of
the Outstanding Amount of the Notes and the consent of the Owner, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders and the Owner; provided, however, that without the
consent of all Noteholders, 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
for the benefit of the holders of the Notes or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes required to consent to any
such amendment, without the consent of the holders of all the outstanding
Notes.

Promptly after the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment
or consent to the Indenture Trustee and each of the Rating Agencies.

It shall not be necessary for the consent of the Noteholders or the Owner
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

The Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of the Transferor or MCC
to the effect that the conditions to such Amendment have been satisfied. The
Owner Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

SECTION 10.02. No Legal Title to Owner Trust Estate in Owner. The Owner
shall not have legal title to any part of the Owner Trust Estate. No
transfer, by operation of law or otherwise, of any right, title, and interest
of the Owner to and in its ownership interest in the Owner Trust Estate shall
operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any
part of the Owner Trust Estate.

SECTION 10.03. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Transferor,
the Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement, whether express
or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions
contained herein.

SECTION 10.04. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three Business Days
after mailing if mailed by certified mail, postage

prepaid (except that notice to the Owner Trustee shall be deemed given only
upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed
to the Corporate Trust Office; if to the Transferor, addressed to MetLife
Capital Funding Corp. III, ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attention: Treasurer; if to the Owner, addressed to GSS Holdings,
Inc., ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; if to MCC,
addressed to MetLife Capital Corporation, ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer; or, as to each
party, at such other address as shall be designated by such party in a
written notice to each other party.

SECTION 10.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.06. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

SECTION 10.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Transferor, the Owner Trustee and its successors and the Owner and its
successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by the Owner
shall bind the successors and assigns of the Owner.

SECTION 10.08. Covenant of the Transferor. The Transferor agrees that
prior to the termination of the Trust it shall not revoke, modify or
otherwise amend any agreements with MetLife Capital Corporation in effect on
the Closing Date in any manner that would adversely affect the rights of the
Transferor to receive from MetLife Capital Corporation contributions of
capital or payments on demand pursuant to such agreements. The Transferor
further covenants and agrees that it will not enter into any transaction or
take any action (other than any transaction or action contemplated by this
Agreement or any of the Basic Documents) if, as a result of such transaction
or action, any rating of the Notes by any of the Rating Agencies would be
downgraded or withdrawn.

SECTION 10.09. No Petition. The Owner Trustee, by entering into this
Agreement, the Owner, by accepting the Certificate, and the Indenture Trustee
and each Noteholder by accepting the benefits of this Agreement, hereby
covenant and agree that they will not at any time institute against the Trust
or the Transferor, or join in any institution against the Trust or the
Transferor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations
relating to the Certificate, the Notes, this Agreement or any of the Basic
Documents.

SECTION 10.10. No Recourse. The Owner by accepting the Certificate
acknowledges that the Certificate does not represent an interest in or
obligation of the Transferor, the Servicer,

the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof, and no recourse may be had against such parties or their assets, or
against the assets pledged under the Indenture.

SECTION 10.11. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

SECTION 10.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10.13. Certificate Transfer Restrictions. To the fullest extent
permitted by applicable law, the Certificate (or any interest therein) may
not be transferred by the Owner to any Person.

SECTION 10.14. Transferor Payment Obligation. The Transferor shall be
responsible for payment of the Administrator's fees under the Administration
Agreement (to the extent not paid pursuant to Section 5.04 of the Transfer
and Servicing Agreement) and shall reimburse the Administrator for all
expenses and liabilities of the Administrator incurred thereunder.

SECTION 10.15. Certain Tax Matters. MCC agrees that it shall pay the
business and occupation taxes imposed on the Trust by the state of
Washington, if any, from its own funds. The Transferor and Owner Trustee
agree to cooperate with MCC in connection with the determination, contest and
proper payment of any such tax liability in accordance with the reasonable
wishes of MCC, and hereby acknowledge that the agreement of MCC to pay such
taxes pursuant to this Section 10.15 shall constitute the sole obligation
undertaken by MCC as a signatory to this Agreement.

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

WILMINGTON TRUST COMPANY,
as Owner Trustee,

By:____________________________
Name:
Title:

METLIFE CAPITAL FUNDING CORP. III,
as Transferor,

By:____________________________
Name:
Title:

METLIFE CAPITAL CORPORATION

By:____________________________
Name:
Title:

EXHIBIT-A

METLIFE CAPITAL EQUIPMENT LOAN TRUST 1997-A

OWNER CERTIFICATE

(This Certificate does not represent an interest in or obligation of MetLife
Capital Funding Corp. III, MetLife Capital Corporation or any of their
respective affiliates, except to the extent described below.)

THIS CERTIFIES THAT GSS Holdings, Inc. is the registered Owner of the
MetLife Capital Equipment Loan Trust 1997-A (the "Trust") created by MetLife
Funding Corp. III, a Delaware corporation (the "Transferor").

The Trust was created pursuant to (i) the filing of the Certificate of
Trust with the Secretary of State of the State of Delaware and (ii) a Trust
Agreement as of May 1, 1997 (the "Trust Agreement"), between the Transferor
and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). To the
extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Trust Agreement including, as specified
in Section 1.02(a).

This Certificate is the duly authorized Certificate evidencing a
beneficial interest in the Trust (herein called the "Certificate"). Also
issued under the Indenture dated as of May 1, 1997 between the Trust and The
Chase Manhattan Bank, as indenture trustee, are Notes designated as "Asset
Backed Notes", (the "Notes"). This Certificate is issued under and is subject
to the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the Owner by virtue of the acceptance hereof assents and by
which the Owner is bound.

Notwithstanding any prior termination of the Trust Agreement, the Owner,
by its acceptance of the Certificate, covenants and agrees that it shall not
at any time with respect to the Issuer or the Transferor, acquiesce, petition
or otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case
against the Issuer, under any Federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or any
substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Issuer or the Transferor.

Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, by manual signature, this
Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement or the Transfer and Servicing Agreement or be valid for any
purpose.

A-1

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

A-2

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.

METLIFE CAPITAL EQUIPMENT LOAN TRUST
1997-A

By: WILMINGTON TRUST COMPANY,
as Owner Trustee

Dated: May 30, 1997 By: ___________________________
Name:
Title:

CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust
Agreement.

WILMINGTON TRUST COMPANY, or WILMINGTON TRUST COMPANY
as Owner Trustee as Owner Trustee

By ______________________,
Authenticating Agent

By:___________________________ By:________________________________
Authorized Signatory Authorized Signatory

A-3

EXHIBIT B

CERTIFICATE OF TRUST OF
METLIFE CAPITAL EQUIPMENT LOAN TRUST 1997-A

THIS Certificate of Trust of METLIFE CAPITAL EQUIPMENT LOAN TRUST 1997-A
(the "Trust"), dated May 1, 1997, has been duly executed and is being filed
by Wilmington Trust Company, a Delaware banking corporation, as trustee, to
create a business trust under the Delaware Business Trust Act (12 Del. C.,
Section 3801 et seq.).

1. Name. The name of the business trust created hereby is METLIFE
CAPITAL EQUIPMENT LOAN TRUST 1997-A.

2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are Wilmington Trust Company ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust
Administration.

3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.

WILMINGTON TRUST COMPANY, not in its
individual capacity but solely
as Owner Trustee,

By:_______________________
Name:
Title:

B-1

TRUST AGREEMENT among METLIFE CAPITAL FUNDING CORP. III, as Transferor

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