Exhibit 4.2

                                    INDENTURE


                                     between


                            GS AUTO LOAN TRUST 2004-1
                                    as Issuer


                                       and


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                              as Indenture Trustee


                          Dated as of February 24, 2004


<PAGE>
                            CROSS REFERENCE TABLE 1/


TIA                                                                 Indenture
Section                                                             Section

310     (a) (1)..................................................    6.11
        (a) (2)..................................................    6.11
        (a) (3)..................................................    6.10; 6.11
        (a) (4)..................................................    N.A./2
        (a) (5)..................................................    6.11
        (b)......................................................    6.8; 6.11
        (c)......................................................    N.A.
311     (a)......................................................    6.12
        (b)......................................................    6.12
        (c)......................................................    N.A.
312     (a)......................................................    7.1
        (b)......................................................    7.2
        (c)......................................................    7.2
313     (a)......................................................    7.4
        (b) (1)..................................................    7.4
        (b) (2)..................................................    7.4
        (c)......................................................    7.4
        (d)......................................................    7.4
314     (a)......................................................    3.9
        (b)......................................................    3.6; 11.15
        (c) (1)..................................................    11.15
        (c) (2)..................................................    11.1
        (c) (3)..................................................    11.1
        (d)......................................................    11.1
        (e)......................................................    11.1
        (f)......................................................    N.A.
315     (a)......................................................    6.1(b)
        (b)......................................................    6.1(b)
        (c)......................................................    6.1(a)
        (d)......................................................    6.1(c)
        (e)......................................................    5.13
316     (a)(1)(A)................................................    5.11
        (a)(1)(B)................................................    5.12
        (a)(2)...................................................    N.A.
        (b)......................................................    5.7
        (c)......................................................    5.6(b)
317     (a) (1)..................................................    5.3(b)
        (a) (2)..................................................    5.3(d)
        (b)......................................................    3.3
318     (a)......................................................    11.7

----------------------
1/      Note:  This Cross Reference Table shall not, for any purpose, be deemed
        to be part of this Indenture.
2/      N.A. means Not Applicable.
<PAGE>

         INDENTURE, dated as of February 24, 2004 (as from time to time amended,
supplemented or otherwise modified and in effect, this "Indenture") between GS
AUTO LOAN TRUST 2004-1, a Delaware statutory trust, as Issuer, and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), as
Trustee and not in its individual capacity (in such capacity, the "Indenture
Trustee").

         Each party agrees as follows for the benefit of the other party and,
subject to the subordination provisions of this Indenture, for the equal and
ratable benefit of the holders of the Notes:

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee on the Closing Date,
as Indenture Trustee for the benefit of the Indenture Secured Parties, all of
the Issuer's right, title and interest, whether now owned or existing or
hereafter acquired or arising, in to and under (i) the Trust Property and (ii)
all present and future claims, demands, causes of action and choses in action in
respect of any or all of the Trust Property and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction, except as
provided in the Indenture, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture. This Indenture is a security
agreement within the meaning of the UCC.

         The Indenture Trustee, as Indenture Trustee on behalf of the Indenture
Secured Parties, acknowledges such Grant, accepts the trusts under this
Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties required in this Indenture and the other Basic Documents to
which the Indenture Trustee is a party in accordance with the terms of this
Indenture and the other Basic Documents to which the Indenture Trustee is a
party to the end that the interests of the Indenture Secured Parties may be
adequately and effectively protected.

         Notwithstanding the provisions of Section 2.10, without limiting the
foregoing Grant, any Receivable repurchased or purchased under Section 2.3 or
Section 3.6, respectively, of the Sale and Servicing Agreement shall be deemed
to automatically be released from the lien of this Indenture without any action
being taken by the Indenture Trustee upon payment to the Issuer of the related
Purchase Amount for such Receivable.
<PAGE>


                                    ARTICLE I


                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

         Section 1.1 Definitions and Usage. Except as otherwise specified herein
or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A to the Sale and Servicing
Agreement, dated as of the date hereof (the "Sale and Servicing Agreement") by
and among the Issuer, the Indenture Trustee and Goldman Sachs Asset Backed
Securities Corp., which also contains rules as to usage that shall be applicable
herein.

         Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

         "indenture securities" shall mean the Notes.

         "indenture security holder" shall mean a Noteholder.

         "indenture to be qualified" shall mean this Indenture.

         "indenture trustee" or "institutional trustee" shall mean the
         Indenture Trustee.

         "obligor" on the indenture securities shall mean the Issuer and any
other obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined in the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

                                   ARTICLE II

                                    THE NOTES

         Section 2.1 Form. (a) The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and
the Class D Notes, together with the Indenture Trustee's certificates of
authentication, shall be in substantially the form set forth in Exhibit A-1,
Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

         (b) The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.















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<PAGE>

         (c) Each Note shall be dated the date of its authentication. The terms
of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4,
Exhibit B, Exhibit C and Exhibit D, are part of the terms of this Indenture and
are incorporated herein by reference.

         (d) The Issuer in issuing the Notes may use "CUSIP," "CINS" and "ISIN"
numbers (if then generally in use), and the Indenture Trustee shall use CUSIP,
CINS and ISIN numbers, as the case may be, in notices as a convenience to
Noteholders and no representation shall be made as to the correctness of such
numbers either as printed on the Notes or as contained in a notice to
Noteholders.

         Section 2.2 Execution, Authentication and Delivery. (a) The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or by
facsimile.

         (b) Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         (c) The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Notes for original issue in the Classes and initial aggregate
principal amounts as set in the table below.

             Class                  Initial Aggregate Principal Amount
             -----                  ----------------------------------
             Class A-1 Notes        $336,137,000
             Class A-2 Notes        $297,914,000
             Class A-3 Notes        $314,944,000
             Class A-4 Notes        $224,081,000
             Class B Notes          $ 56,587,000
             Class C Notes          $ 26,704,000
             Class D Notes          $ 29,248,000

The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and
the Class D Notes, Outstanding at any time may not exceed those respective
amounts except as provided in Section 2.6.

         Each Note authenticated and delivered by the Note Registrar to or upon
Issuer Order on the Closing Date shall be dated as of the Closing Date. All
other Notes that are authenticated after the Closing Date for any other purpose
under this Indenture shall be dated the date of their authentication.

         (d) The Class A Notes, the Class B Notes, Class C Notes and the Class D
Notes shall be issuable as Book-Entry Notes in minimum denominations of $1,000
and in integral multiples of $1,000 in excess thereof, except that one Class C
Note may be issued in multiples of $1.

         (e) No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
















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<PAGE>

executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

         Section 2.3 Temporary Notes. (a) Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such temporary Notes may determine, as evidenced by their execution of
such temporary Notes.

         (b) If temporary Notes are issued, the Issuer shall cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver in exchange
therefor, a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Notes.

         Section 2.4 Tax Treatment. The Issuer has entered into this Indenture,
and the Notes shall be issued, with the intention that, for federal, State and
local income and franchise tax purposes, the Notes shall qualify as indebtedness
of the Issuer secured by the Indenture Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

         Section 2.5 Registration; Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar. If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and (iii) the Indenture Trustee shall have the right to
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.

         (b) Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
















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the requirements of Section 8-401(a) of the UCC are met, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

         (c) Subject to clause (i) below, at the option of the Noteholder, Notes
may be exchanged for other Notes of the same Class in any authorized
denominations, of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at such office or agency. Whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401(a) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate, and the
Noteholder shall obtain from the Indenture Trustee, the Notes which the
Noteholder making such exchange is entitled to receive.

         (d) All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer or exchange.

         (e) Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar and (ii) accompanied
by such other documents or evidence as the Indenture Trustee may require.

         (f) No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not
involving any transfer.

         (g) The preceding provisions of this Section 2.5 notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of fifteen (15) days preceding the Payment Date for any payment with
respect to such Note.

         (h) No sale, pledge or other transfer of a Class D Note shall be made
unless such sale, pledge or other transfer is (I)(A) pursuant to an effective
registration statement under the Securities Act, (B) for so long as the Class D
Notes are eligible for resale pursuant to Rule 144A to a Person the transferor
reasonably believes after due inquiry is a "qualified institutional buyer" as
defined in Rule 144A that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the transfer is being
made in reliance on Rule 144A, or (C) pursuant to another available exemption
from the registration requirements of the Securities Act and (II) in accordance
with any applicable securities laws of any State of the United States and any
other relevant jurisdiction. The Depositor and the Indenture Trustee may require
an opinion of counsel to be delivered to it in connection with any transfer of
the Class D Notes pursuant to clauses (I) (A) or (C) above.


















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<PAGE>

         (i) The Class D Notes shall bear legends stating that they have not
been registered under the Securities Act and are subject to the restrictions on
transfer described in this Section 2.04. Each transferee of a Class D Note that
is a Book-Entry Note, by acceptance of such Note, shall be deemed to have
accepted such Note subject to the restrictions on transferability set forth in
the immediately preceding paragraph and in the typewritten Note representing
such Book-Entry Note delivered to the Clearing Agency. A Class D Note in the
form of a Definitive Note may not be transferred, directly or indirectly, to any
Person, other than the Initial Purchaser, unless (A) the transferee of the Class
D Note certifies in an investment letter, substantially in the form of Exhibit E
attached hereto, to the Depositor and the Indenture Trustee that such Person is
a "qualified institutional buyer" (as defined in Rule 144A) or (B) the
transferee of the Class D Note delivers to the Depositor and the Indenture
Trustee an opinion of counsel that such transfer is permitted pursuant to clause
(I)(A) or (C) of the immediately preceding paragraph. Any opinions of counsel
required in connection with a transfer shall be by counsel reasonably acceptable
to the Depositor and the Indenture Trustee.

         (j) Each Person that acquires a Note shall be required to represent to
the Depositor and the Indenture Trustee, or in the case of a Note in book-entry
form, will be deemed to represent by its acceptance of the Note, that (i) it is
not, and is not acquiring the Note on behalf of or with "plan assets" (as
determined under Department of Labor Regulation ss.2510.3-101 or otherwise) of a
Plan, or any employee benefit plan subject to Similar Law, or (ii) it is
acquiring a Class A Note, Class B Note or Class C Note and is entitled to
exemptive relief pursuant to a Department of Labor prohibited transaction
exemption or other applicable exemption with respect to its acquisition and
continued holding of such Note. Any attempted or purported transfer of a Note
with respect to which neither of the foregoing representations is true shall be
void ab initio.

         (k) In order to preserve the exemption for resales and transfers
provided by Rule 144A under the Securities Act, the Issuer shall provide to any
Holder of a Class D Note and any prospective purchaser designated by such
Holder, upon request of such Holder or such prospective purchaser, such
information required by Rule 144A as will enable the resale of such Class D Note
to be made pursuant to Rule 144A. The Servicer, the Note Registrar and the
Indenture Trustee shall cooperate with the Issuer in providing the Issuer such
information regarding the Class D Notes, the Trust Property and other matters
regarding the Issuer as the Issuer shall reasonably request to meet its
obligations under the preceding sentence.

         Section 2.6 Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated
Note is surrendered to the Indenture Trustee or the Note Registrar, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
protected purchaser, as defined in Section 8-303 of the UCC, and provided that
the requirements of Section 8-405 of the UCC are met, the Issuer shall execute,
and upon Issuer Order the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class; provided, however, that if any such
















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<PAGE>

destroyed, lost or stolen Note, but not a mutilated Note, shall have become or
within seven (7) days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Prepayment
Date without surrender thereof. If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a protected purchaser of the original Note in lieu of which
such replacement Note was issued presents for payment such original Note, the
Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

         (b) Upon the issuance of any replacement Note under this Section 2.6,
the Issuer may require the payment by the Noteholder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee or Note Registrar) connected therewith.

         (c) Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         (d) The provisions of this Section 2.6 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 2.7 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         Section 2.8 Payment of Principal and Interest; Defaulted Interest. (a)
The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes, the Class B Notes, the Class C Notes and the Class D Notes shall accrue
interest at the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class
A-3 Interest Rate, the Class A-4 Interest Rate, the Class B Interest Rate, the
Class C Interest Rate and the Class D Interest Rate, respectively, and such
interest shall be payable on each Payment Date as specified therein, subject to
Section 3.1 and Section 8.2. Any installment of interest or principal, if any,
payable on any Note that is punctually paid or duly provided for by the Issuer
on the applicable Payment Date shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is registered on the Record Date by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners pursuant to Section 2.13, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
















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(initially, such nominee to be Cede & Co.), payment shall be made by wire
transfer in immediately available funds to the account designated by such
nominee at least ten Business Days prior to such Payment Date, and except for
the final installment of principal payable with respect to such Note on a
Payment Date, Prepayment Date or the applicable Final Scheduled Payment Date,
which shall be payable as provided below. The funds represented by any such
checks returned undelivered shall be held in accordance with Section 3.3.

         (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in Section 8.2. Notwithstanding the foregoing, the
entire unpaid principal amount of each Class of Notes and all accrued interest
thereon shall be due and payable, if not previously paid, on the earlier of (i)
the date on which an Event of Default shall have occurred and be continuing, if
the Indenture Trustee or the Noteholders of Notes evidencing not less than a
majority of the principal amount of the Controlling Class have declared the
Notes to be immediately due and payable in the manner provided in Section 5.2
and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date
for such Class. All principal payments on each Class of Notes shall be made pro
rata to the Noteholders of such Class entitled thereto. The Indenture Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Indenture
Trustee expects that the final installment of principal of and interest on such
Note shall be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Payment Date and shall specify that such final installment
shall be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment
of such installment. Notices in connection with redemption of Notes shall be
mailed to Noteholders as provided in Section 10.2.

         Section 2.9 Cancellation. All Notes surrendered for payment,
registration of transfer or exchange shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 2.9, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it and so long as such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee.

         Section 2.10 Release of Collateral. Subject to Section 11.1 and the
terms of the Basic Documents, the Indenture Trustee shall release property from
the lien of this Indenture only upon receipt of an Issuer Order accompanied by
an Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Issuer's obligations
under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms
of the Basic Documents, the Indenture Trustee shall release property from the
















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lien of this Indenture in accordance with the conditions and procedures set
forth in such exemptive order.

         Section 2.11 Book-Entry Notes. The Notes, upon original issuance, shall
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially
on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner thereof shall receive a Definitive Note (as
defined below) representing such Note Owner's interest in such Note, except as
provided in Section 2.13. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to such Note Owners pursuant to
Section 2.13:
                  (i) the provisions of this Section 2.11 shall be in full force
         and effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Indenture (including the payment of principal of and interest on the
         Book-Entry Notes and the giving of instructions or directions
         hereunder) as the sole Noteholder, and shall have no obligation to the
         Note Owners;

                  (iii) to the extent that the provisions of this Section 2.11
         conflict with any other provisions of this Indenture, the provisions of
         this Section 2.11 shall control;

                  (iv) the rights of Note Owners shall be exercised only through
         the Clearing Agency and shall be limited to those established by law
         and agreements between such Note Owners and the Clearing Agency and/or
         the Clearing Agency Participants pursuant to the Note Depositary
         Agreement. Unless and until Definitive Notes are issued to Note Owners
         pursuant to Section 2.13, the initial Clearing Agency shall make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments of principal of and interest on the Book-Entry
         Notes to such Clearing Agency Participants; and

                  (v) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of Noteholders of Notes
         evidencing a specified percentage of the principal amount of the Notes
         Outstanding (or any Class thereof) the Clearing Agency shall be deemed
         to represent such percentage only to the extent that it has received
         instructions to such effect from Note Owners and/or Clearing Agency
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest of the Notes Outstanding (or
         Class thereof) and has delivered such instructions to the Indenture
         Trustee.

         Section 2.12 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the Note
Owners pursuant to Section 2.13, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Noteholders of
Book-Entry Notes to the Clearing Agency, and shall have no obligation to such
Note Owners.
















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<PAGE>

         Section 2.13 Definitive Notes. With respect to any Class or Classes of
Book-Entry Notes, if (i) the Depositor advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to such Class of Book-Entry Notes and the
Depositor is unable to locate a qualified successor, (ii) the Depositor, at its
sole option, advises the Indenture 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 Default or an Event of Servicing Termination, Note
Owners of such Class of Book- Entry Notes evidencing beneficial interests
aggregating not less than a majority of the principal amount of such Class
advise the Indenture Trustee and the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Class of Note Owners, then the Clearing Agency shall
notify all Note Owners of such Class and the Indenture Trustee of the occurrence
of such event and of the availability of Definitive Notes to the Note Owners of
the applicable Class requesting the same. Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions. Upon the issuance of Definitive
Notes to Note Owners, the Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders.

         Section 2.14 Authenticating Agents. (a) The Indenture Trustee, at the
request of the Issuer, may appoint one or more Persons (each, an "Authenticating
Agent") with power to act on its behalf and subject to its direction in the
authentication of Notes in connection with issuance, transfers and exchanges
under Sections 2.2, 2.3, 2.5, 2.6 and 9.6, as fully to all intents and purposes
as though each such Authenticating Agent had been expressly authorized by those
Sections to authenticate such Notes. For all purposes of this Indenture, the
authentication of Notes by an Authenticating Agent pursuant to this Section 2.14
shall be deemed to be the authentication of Notes "by the Indenture Trustee."
The Indenture Trustee shall be the Authenticating Agent in the absence of any
appointment thereof.

         (b) Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
further act on the part of the parties hereto or such Authenticating Agent or
such successor corporation.

         (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may appoint a successor Authenticating Agent and shall
give written notice of any such appointment to the Issuer.
















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<PAGE>

     (d) The provisions of Sections 2.9 and 6.4 shall be applicable to any
Authenticating Agent.

                                   ARTICLE III

                                    COVENANTS

         Section 3.1 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing, and subject to Section 8.2, on each Payment Date the Issuer shall
cause to be paid pursuant to Section 8.2 all amounts on deposit in the
Collection Account which represent Available Funds for such Payment Date and the
Principal Distribution Account with respect to the Collection Period preceding
such Payment Date and deposited therein pursuant to the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a payment
to any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder for all purposes of this Indenture.
The final interest payment on each Class of Notes is due on the earlier of (a)
the Payment Date (including any Redemption Date) on which the principal amount
of that Class of Notes is reduced to zero or (b) the applicable Final Scheduled
Payment Date for that Class of Notes.

         Section 3.2 Maintenance of Office or Agency. The Issuer shall maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If, at any time, the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Indenture
Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

         Section 3.3 Money for Payments To Be Held in Trust. (a) As provided in
Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect to
any Notes that are to be made from amounts withdrawn from the Trust Accounts
shall be made on behalf of the Issuer by the Indenture Trustee or by another
Note Paying Agent, and no amounts so withdrawn from the Trust Accounts for
payments of Notes shall be paid over to the Issuer, except as provided in this
Section 3.3.

         (b) On or before each Payment Date and Prepayment Date, the Issuer
shall deposit or cause to be deposited in the Collection Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, such sum to
be held in trust for the benefit of the Persons entitled thereto, and (unless
the Note Paying Agent is the Indenture Trustee) shall promptly notify the
Indenture Trustee of its action or failure so to act.
















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<PAGE>

         (c) The Issuer shall cause each Note Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and if
the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject
to the provisions of this Section 3.3, that such Note Paying Agent shall:

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                  (ii) give the Indenture Trustee notice of any default by the
         Issuer (or any other obligor upon the Notes) of which it has actual
         knowledge in the making of any payment required to be made with respect
         to the Notes;

                  (iii) at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Note Paying Agent;

                  (iv) promptly resign as a Note Paying Agent and forthwith pay
         to the Indenture Trustee all sums held by it in trust for the payment
         of Notes if at any time it ceases to meet the standards required to be
         met by a Note Paying Agent at the time of its appointment; and

                  (v) comply with all requirements of the Code and any State or
         local tax law with respect to the withholding from any payments made by
         it on any Notes of any applicable withholding taxes imposed thereon and
         with respect to any applicable reporting requirements in connection
         therewith.

         (d) The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held
in trust by such Note Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Note
Paying Agent; and upon such payment by any Note Paying Agent to the Indenture
Trustee, such Note Paying Agent shall be released from all further liability
with respect to such money.

         (e) Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two (2) years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Order; and the Noteholder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Note Paying Agent
with respect to such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Note Paying Agent, before being required to make
















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<PAGE>

any such repayment, shall at the expense and direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining shall be repaid
to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense
and direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Noteholders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any Note
Paying Agent, at the last address of record for each such Noteholder).

         Section 3.4 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and shall
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate.

         Section 3.5 Protection of Indenture Trust Estate. (a) The Issuer shall
from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and shall take such other action
necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
         the priority thereof) of this Indenture or carry out more effectively
         the purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of any
         Grant made or to be made by this Indenture;

                  (iii) enforce any of the Collateral; or

                  (iv) preserve and defend title to the Indenture Trust Estate
         and the rights of the Indenture Trustee and the Noteholders in such
         Indenture Trust Estate against the claims of all Persons.

         The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement or other instrument required
to be executed pursuant to this Section 3.5 that has been prepared by the Issuer
and delivered to the Indenture Trustee for execution; provided, however, that
the Indenture Trustee shall be under no obligation to prepare or file any such
financing statement or other instrument required to be executed pursuant to this
Section 3.5. The Issuer hereby designates each of the Indenture Trustee and the
Owner Trustee as its agent and attorney-in-fact to prepare, execute and file any
continuation statements required pursuant to this Section 3.5. Notwithstanding
any statement to the contrary contained herein or in any other Basic Document,
the Issuer shall not be required to notify any Dealer or any insurer with
respect to any Insurance Policy about any aspect of the transactions
contemplated by the Basic Documents. The costs associated with such preparation,
















                                      13
<PAGE>

execution and filing are not included in the Indenture Trustee Fee and any such
costs shall be paid by the Issuer.

         (b) The Issuer further makes all the representations and warranties set
forth in Exhibit F.

         Section 3.6  Opinions as to Indenture Trust Estate.

         (a) On the Closing Date, the Issuer shall cause to be furnished to the
Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto, and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are necessary to perfect
and make effective the lien and security interest of this Indenture and reciting
the details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.

         (b) On or before April 30 in each calendar year, beginning on April 30,
2005, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and
continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that shall, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until April 30 in the following calendar
year.

         Section 3.7  Performance of Obligations; Servicing of Receivables.

         (a) The Issuer shall not take any action and shall use its best efforts
not to permit any action to be taken by others that would release any Person
from any of such Person's material covenants or obligations under any instrument
or agreement included in the Indenture Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture and the other Basic Documents.

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer and the Owner Trustee to assist the
Issuer in performing its duties under this Indenture.

         (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic

















                                      14
<PAGE>

Documents and in the instruments and agreements included in the Indenture Trust
Estate, including, but not limited to, filing or causing to be filed all
financing statements required to be filed under the UCC by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within the
time periods provided for herein and therein. The Indenture Trustee shall file
or cause to be filed all continuation statements required under the UCC by the
terms of this Indenture and the Sale and Servicing Agreement in accordance with
and within the time periods provided for herein and therein. The costs
associated with any such filing are not included in the Indenture Trustee Fee
and any such costs shall be paid by the Issuer. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof except in accordance with
the amendment provisions set forth in such Transaction Document.

     Section 3.8 Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

                  (i) except as expressly permitted by this Indenture or the
         other Basic Documents, sell, transfer, exchange or otherwise dispose of
         any of the properties or assets of the Issuer, including those included
         in the Indenture Trust Estate;

                  (ii) claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Notes (other than
         amounts properly withheld from such payments under the Code) or assert
         any claim against any present or former Noteholder by reason of the
         payment of the taxes levied or assessed upon the Issuer or the
         Indenture Trust Estate;

                  (iii) dissolve or liquidate in whole or in part; or

                  (iv) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (B) permit any lien, charge, excise, claim, security
         interest, mortgage or other encumbrance (other than the lien of this
         Indenture) to be created on or extend to or otherwise arise upon or
         burden the assets of the Issuer, including those included in the
         Indenture Trust Estate, or any part thereof or any interest therein or
         the proceeds thereof (other than tax liens, mechanics' liens and other
         liens that arise by operation of law, in each case on any of the
         Financed Vehicles and arising solely as a result of an action or
         omission of the related Obligor) or (C) permit the lien of this
         Indenture not to constitute a valid first priority (other than with
         respect to any such tax, mechanics' or other lien) security interest in
         the Indenture Trust Estate.

Notwithstanding any statement to the contrary contained herein or in any other
Basic Document, the Issuer shall not be required to notify any Dealer or any
insurer with respect to any Insurance Policy about any aspect of the
transactions contemplated by the Basic Documents.

         Section 3.9 Annual Statement as to Compliance. The Issuer shall deliver
to the Indenture Trustee, within 120 days after the end of each calendar year
(commencing April 30, 2005), an Officer's Certificate stating that:
















                                      15
<PAGE>

                  (i) a review of the activities of the Issuer during such year
         and of its performance under this Indenture has been made under such
         Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge, based
         on such review, the Issuer has complied in all material respects with
         all conditions and covenants under this Indenture throughout such year
         (or since the Closing Date in the case of the first such Officer's
         Certificate), or, if there has been a default in any material respect
         in its compliance with any such condition or covenant, specifying each
         such default known to such Authorized Officer and the nature and status
         thereof.

     Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms. (a) The
Issuer shall not consolidate or merge with or into any other Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any State
         and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Indenture Trustee, in form satisfactory
         to the Indenture Trustee, the due and punctual payment of the principal
         of and interest on all Notes and the performance or observance of every
         agreement and covenant of this Indenture on the part of the Issuer to
         be performed or observed, all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
         Unmatured Event of Default or Event of Default shall have occurred and
         be continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
         with respect to such transaction;

                  (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse federal
         tax consequence to the Issuer, any Noteholder or any Certificateholder;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such consolidation or merger and such supplemental indenture comply
         with this Article III and that all conditions precedent herein provided
         for relating to such transaction have been complied with (including any
         filing required by the Exchange Act) in all material respects.

     (b) Other than as specifically contemplated by the Basic Documents, the
Issuer shall not convey or transfer any of its properties or assets, including
those included in the Indenture Trust Estate, to any Person, unless:

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer the conveyance or transfer of which
















                                      16
<PAGE>

         is hereby restricted shall (A) be a United States citizen or a Person
         organized and existing under the laws of the United States of America
         or any State, (B) expressly assumes, by an indenture supplemental
         hereto, executed and delivered to the Indenture Trustee, in form
         satisfactory to the Indenture Trustee, the due and punctual payment of
         the principal of and interest on all Notes and the performance or
         observance of every agreement and covenant of this Indenture on the
         part of the Issuer to be performed or observed, all as provided herein,
         (C) expressly agrees by means of such supplemental indenture that all
         right, title and interest so conveyed or transferred shall be subject
         and subordinate to the rights of Noteholders, (D) unless otherwise
         provided in such supplemental indenture, expressly agrees to indemnify,
         defend and hold harmless the Issuer against and from any loss,
         liability or expense arising under or related to this Indenture and the
         Notes, and (E) expressly agrees by means of such supplemental indenture
         that such Person (or if a group of Persons, then one specified Person)
         shall make all filings, if any, with the Commission (and any other
         appropriate Person) required by the Exchange Act in connection with the
         Notes;

                  (ii) immediately after giving effect to such transaction, no
         Unmatured Event of Default or Event of Default shall have occurred and
         be continuing;

                  (iii) the Rating Agency Condition shall have been satisfied
         with respect to such transaction;

                  (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse federal
         tax consequence to the Issuer, any Noteholder or any Certificateholder;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such conveyance or transfer and such supplemental indenture comply with
         this Article III and that all conditions precedent herein provided for
         relating to such transaction have been complied with (including any
         filing required by the Exchange Act) in all material respects.

         Section 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee stating that the Issuer is to be so released.
















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<PAGE>

         Section 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the Receivables in
the manner contemplated by this Indenture and the Basic Documents and activities
incidental thereto.

         Section 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes and the Certificates.

         Section 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement.

         Section 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture and the other Basic Documents, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

         Section 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         Section 3.17  [Reserved].

         Section 3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, payments to the Servicer, the
Receivables Servicers, the Owner Trustee, the Indenture Trustee, the Noteholders
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under, this Indenture and the other Basic Documents.
The Issuer shall not, directly or indirectly, make payments to or distributions
from the Collection Account or the Principal Distribution Account except in
accordance with this Indenture and the other Basic Documents.

         Section 3.19 Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder, of which the Issuer has actual knowledge, and of each default
on the part of any party under the Sale and Servicing Agreement, of which the
Issuer has actual knowledge.















                                      18
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations, protections and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.3), and (vi) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

                  (A) either (1) all Notes theretofore authenticated and
         delivered (other than (i) Notes that have been destroyed, lost or
         stolen and that have been replaced or paid as provided in Section 2.6
         and (ii) Notes for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Issuer and thereafter
         repaid to the Issuer or discharged from such trust, as provided in
         Section 3.3) have been delivered to the Indenture Trustee for
         cancellation; or (2) all Notes not theretofore delivered to the
         Indenture Trustee for cancellation have become due and payable and the
         Issuer has irrevocably deposited or caused to be irrevocably deposited
         with the Indenture Trustee cash or direct obligations of or obligations
         guaranteed by the United States of America (which will mature prior to
         the date such amounts are payable), in trust for such purpose, in an
         amount sufficient to pay and discharge the entire indebtedness on such
         Notes not theretofore delivered to the Indenture Trustee for
         cancellation when due to the applicable Final Scheduled Payment Date or
         Prepayment Date (if Notes shall have been called for prepayment
         pursuant to Section 10.1), as the case may be; and

                  (B) the Issuer has paid or caused to be paid all other sums
         payable hereunder and under any of the other Basic Documents by the
         Issuer; and the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate, an Opinion of Counsel and (if required by the
         TIA or the Indenture Trustee) an Independent Certificate from a firm of
         certified public accountants, each meeting the applicable requirements
         of Section 11.1(a) and, subject to Section 11.2, each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of this Indenture have been complied with.

         Upon the satisfaction and discharge of the Indenture pursuant to this
Section 4.1, at the request of the Owner Trustee, the Indenture Trustee shall
deliver to the Owner Trustee a certificate of a Trustee Officer stating that all
Noteholders have been paid in full and stating whether, to the best knowledge of
such Trustee Officer, any claims remain against the Issuer in respect of the
Indenture and the Notes.

         Section 4.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by

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<PAGE>

it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Note Paying Agent, as the Indenture
Trustee may determine, to the Noteholders of the particular Notes for the
payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest, but such monies need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

         Section 4.3 Repayment of Monies Held by Note Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all monies then held by any Note Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be
held and applied according to Section 3.3 and thereupon such Note Paying Agent
shall be released from all further liability with respect to such monies.

                                    ARTICLE V

                                    REMEDIES

         Section 5.1 Events of Default. "Event of Default," wherever used
herein, means the occurrence and continuation of any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (i) default in the payment of any interest on any Note of the
         Controlling Class when the same becomes due and payable on a Payment
         Date, and such default shall continue for a period of thirty-five (35)
         days or more; or

                  (ii) default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due and
         payable; or

                  (iii) default in the observance or performance in any material
         respect of any material covenant or agreement of the Issuer made in
         this Indenture (other than a covenant or agreement, a default in the
         observance or performance of which is elsewhere in this Section 5.1
         specifically dealt with) that materially and adversely affects the
         Noteholders and such default shall continue for a period of ninety (90)
         days, after there shall have been given, by registered or certified
         mail, to the Issuer by the Indenture Trustee or to the Issuer and the
         Indenture Trustee by the holders of Notes evidencing not less than a
         majority of the aggregate outstanding principal amount of the
         Controlling Class, a written notice specifying such default and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (iv) any representation or warranty of the Issuer made in this
         Indenture proves to have been incorrect in any material respect as of
         the time when the same shall have been made, which materially and
         adversely affects the interests of the Noteholders and such default
         shall continue or not be cured, or the circumstance or condition in

                                      20
<PAGE>

         respect of which such misrepresentation or warranty was incorrect shall
         not have been eliminated or otherwise cured, for a period of ninety
         (90) days, after there shall have been given, by registered or
         certified mail, to the Issuer by the Indenture Trustee or to the Issuer
         and the Indenture Trustee by the holders of Notes evidencing not less
         than a majority of the aggregate outstanding principal amount of the
         Controlling Class, a written notice specifying such default and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (v) the filing of a decree or order for relief by a court
         having jurisdiction in the premises in respect of the Issuer or any
         substantial part of the Indenture Trust Estate in an involuntary case
         under any applicable federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of the Issuer or for any substantial part of the Indenture
         Trust Estate, or ordering the winding-up or liquidation of the Issuer's
         affairs, and such decree or order shall remain unstayed and in effect
         for a period of ninety (90) consecutive days; or

                  (vi) the commencement by the Issuer of a voluntary case under
         any applicable federal or State bankruptcy, insolvency or other similar
         law now or hereafter in effect, or the consent by the Issuer to the
         entry of an order for relief in an involuntary case under any such law,
         or the consent by the Issuer to the appointment or taking possession by
         a receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Issuer or for any substantial part of the
         Indenture Trust Estate, or the making by the Issuer of any general
         assignment for the benefit of creditors, or the failure by the Issuer
         generally to pay its debts as such debts become due, or the taking of
         any action by the Issuer in furtherance of any of the foregoing;

provided, however, that a delay in or failure of performance referred to under
clauses (i), (ii) or (iii) above for a period of 150 days will not constitute an
Event of Default if that delay or failure was caused by force majeure or other
similar occurrence.

         Section 5.2 Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default should occur and be continuing, then and in every such case,
the Indenture Trustee may, or the Indenture Trustee as directed in writing by
the Holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Controlling Class, shall, declare all the Notes to be immediately
due and payable, by a notice in writing to the Issuer, and upon any such
declaration the Outstanding Amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. Notwithstanding anything to the contrary in this
Section 5.2(a), if an Event of Default specified in clauses (v) or (vi) of
Section 5.1, the Notes shall become automatically due and payable at par,
together with accrued interest thereon.

         (b) At any time after a declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V, the
holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

                                      21
<PAGE>

                  (i) the Issuer has paid or deposited with the Indenture
         Trustee a sum sufficient to pay all payments of principal of and
         interest on all Notes and all other amounts that would then be due
         hereunder or upon such Notes if the Event of Default giving rise to
         such acceleration had not occurred; and

                  (ii) all Events of Default, other than the nonpayment of
         principal of the Notes that has become due solely by such acceleration,
         have been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         (c) If the Notes have been declared due and payable or have
automatically become due and payable following an Event of Default, the
Indenture Trustee may institute proceedings to collect amounts due, exercise
remedies as a secured party (including foreclosure or sale of the Collateral) or
elect to maintain the Collateral and continue to apply the proceeds from the
Collateral as if there had been no declaration of acceleration. Any sale of the
Collateral by the Indenture Trustee will be subject to the terms and conditions
of Section 5.4.

         Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) there is an Event of
Default relating to the nonpayment of any interest on any Note when the same
becomes due and payable, and such Event of Default continues for a period of
thirty-five (35) Business Days, or (ii) there is an Event of Default relating to
the nonpayment in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable, the Issuer shall,
upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the
benefit of the Noteholders, the whole amount then due and payable on such Notes
for principal and interest, with interest upon the overdue principal and, to the
extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest at the applicable Note Interest Rate borne by
the Notes and in addition thereto such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents, attorneys and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the monies adjudged or decreed to be
payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its discretion or
shall at the written direction of the Holders of a majority of the Outstanding
Amount of the Notes proceed to protect and enforce its rights and the rights of
the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the
Indenture Trustee at the written direction of the Holders of at least a majority
of the Outstanding Amount of the Notes shall reasonably deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any

                                      22
<PAGE>

covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Indenture Trust Estate, Proceedings under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Indenture Trustee (including any
         claim for reasonable compensation to the Indenture Trustee and each
         predecessor Indenture Trustee, and their respective agents, attorneys
         and counsel, and for reimbursement of reasonable out-of-pocket expenses
         and liabilities incurred by the Indenture Trustee and each predecessor
         Indenture Trustee, except as a result of negligence or bad faith) and
         of the Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law or regulations, to
         vote on behalf of the Noteholders in any election of a trustee, a
         standby trustee or Person performing similar functions in any such
         Proceedings;

                  (iii) to collect and receive any monies or other property
         payable or deliverable on any such claims and to pay all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Indenture Trustee or the Noteholders allowed in any judicial
         proceedings relative to the Issuer, its creditors and its property; and
         any trustee, receiver, liquidator, custodian or other similar official
         in any such Proceeding is hereby authorized by each of such Noteholders
         to make payments to the Indenture Trustee and, in the event that the
         Indenture Trustee shall consent to the making of payments directly to
         such Noteholders, to pay to the Indenture Trustee such amounts as shall
         be sufficient to cover reasonable compensation to the Indenture
         Trustee, each predecessor Indenture Trustee and their respective
         agents, attorneys and counsel, and all other expenses and liabilities
         incurred by the Indenture Trustee and each predecessor Indenture
         Trustee, except as a result of negligence or bad faith.

                                      23
<PAGE>

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder or to authorize
the Indenture Trustee to vote in respect of the claim of any Noteholder in any
such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, shall be
for the ratable benefit of the Noteholders.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

         Section 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.5 and 6.2(f)):

                  (i) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise, enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes monies adjudged
         due;

                  (ii) institute Proceedings from time to time for the complete
         or partial foreclosure of this Indenture with respect to the Indenture
         Trust Estate;

                  (iii) exercise any remedies of a secured party under the UCC
         and take any other appropriate action to protect and enforce the rights
         and remedies of the Indenture Trustee and the Noteholders; and

                  (iv) sell the Indenture Trust Estate or any portion thereof or
         rights or interest therein, at one or more public or private sales
         called and conducted in any manner permitted by law; provided, however,
         the Indenture Trustee may not sell or otherwise liquidate the Indenture
         Trust Estate following an Event of Default unless:

                  (A) the holders of Notes evidencing 100% of the
         Outstanding Amount of the Controlling Class consent thereto; or

                  (B) the proceeds of such sale or liquidation are sufficient to
         pay in full the principal of and the accrued interest on the
         Outstanding Notes at the date of such sale; or

                                      24
<PAGE>

                  (C) with respect to an Event of Default set forth in Section
         5.1(i) or (ii), the Indenture Trustee determines that the Indenture
         Trust Estate will not continue to provide sufficient funds for the
         payment of principal of and interest on the Notes as they would have
         become due if the Notes had not been declared due and payable and the
         Indenture Trustee obtains the consent of holders of Notes evidencing
         not less than two thirds of the Outstanding Amount of the Notes.
         Notwithstanding anything herein to the contrary, if the Event of
         Default is pursuant to clause (iii) or (iv) of Section 5.1, the
         Indenture Trustee may not sell or otherwise liquidate the Indenture
         Trust Estate unless the Holders of all Outstanding Notes consent to
         such sale or the proceeds of such sale are sufficient to pay in full
         the principal of and accrued interest on the Outstanding Notes.

         In determining such sufficiency or insufficiency with respect to
clauses (B) and (C) above, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.

         (b) Notwithstanding the provisions of Section 8.2 of this Agreement or
Section 4.5 of the Sale and Servicing Agreement, if the Indenture Trustee
collects any money or property pursuant to liquidations of the Indenture Trust
Estate in accordance with this Article V, it shall pay out the money or property
in the following order of priority:

                  (i) first, to the Indenture Trustee, the Paying Agent and the
         Note Registrar for amounts due under Section 6.7, and then to the
         Servicer for the amounts due under Section 8.2(c)(i) (if Goldman Sachs
         Mortgage Company is not the Servicer);

                  (ii) second, to the Owner Trustee for the amounts due under
         Section 8.2(c)(ii);

                  (iii) third, to the Holders of the Class A Notes for amounts
         due and unpaid on the Class A Notes in respect of interest (including
         any premium), ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Class A Notes in
         respect of interest (including any premium);

                  (iv) fourth, to Holders of the Class A-1 Notes for amounts due
         and unpaid on the Class A-1 Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class A-1 Notes in respect of principal, until
         the Outstanding Amount of the Class A-1 Notes is reduced to zero;

                  (v) fifth, to the Holders of the Class A-2 Notes for amounts
         due and unpaid on the Class A-2 Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class A-2 Notes in respect of principal, until
         the Outstanding Amount of the Class A-2 Notes is reduced to zero;

                  (vi) sixth, to the Holders of the Class A-3 Notes for amounts
         due and unpaid on the Class A-3 Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class A-3 Notes in respect of principal, until
         the Outstanding Amount of the Class A-3 Notes is reduced to zero;

                                      25
<PAGE>

                  (vii) seventh, to the Holders of the Class A-4 Notes for
         amounts due and unpaid on the Class A-4 Notes in respect of principal,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on the Class A-4 Notes in respect of principal,
         until the Outstanding Amount of the Class A-4 Notes is reduced to zero;

                  (viii) eighth, to the Holders of the Class B Notes for amounts
         due and unpaid on the Class B Notes in respect of interest (including
         any premium), ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Class B Notes in
         respect of interest (including any premium);

                  (ix) ninth, to the Holders of the Class B Notes for amounts
         due and unpaid on the Class B Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class B Notes in respect of principal, until the
         Outstanding Amount of the Class B Notes is reduced to zero;

                  (x) tenth, to the Holders of the Class C Notes for amounts due
         and unpaid on the Class C Notes in respect of interest (including any
         premium), ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Class C Notes in
         respect of interest (including any premium);

                  (xi) eleventh, to the Holders of the Class C Notes for amounts
         due and unpaid on the Class C Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class C Notes in respect of principal, until the
         Outstanding Amount of the Class C Notes is reduced to zero;

                  (xii) twelfth, to the Holders of the Class D Notes for amounts
         due and unpaid on the Class D Notes in respect of interest (including
         any premium), ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Class D Notes in
         respect of interest (including any premium);

                  (xiii) thirteenth, to Holders of the Class D Notes for amounts
         due and unpaid on the Class D Notes in respect of principal, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Class D Notes in respect of principal, until the
         Outstanding Amount of the Class D Notes is reduced to zero;

                  (xiv) fourteenth, to the Servicer (if Goldman Sachs Mortgage
         Company is the Servicer) the amounts due under Section 8.2(c)(xi);

                  (xv) fifteenth, any amounts remaining after making the
         payments described in clauses (i) through (xiv) above, to be applied
         pursuant to Section 8.2(c) to the extent that any amounts payable
         thereunder have not been previously paid pursuant to clauses (i)
         through (xiv) above.

         The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.4. At least fifteen (15) days
before such record date, the Indenture Trustee shall mail to each Noteholder a
notice that states the record date, the payment date and the amount to be paid.

                                      26
<PAGE>

         Section 5.5 Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Indenture Trust Estate and apply proceeds pursuant to Section 8.2(c) as
if there had been no declaration of acceleration. It is the desire of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not to
maintain possession of the Indenture Trust Estate. In determining whether to
maintain possession of the Indenture Trust Estate, the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Indenture Trust Estate for such
purpose.

         Section 5.6 Limitation of Suits. (a) No Noteholder shall have any right
to institute any Proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (i) such Noteholder has previously given written notice to the
         Indenture Trustee of a continuing Event of Default;

                  (ii) the holders of Notes evidencing not less than 25% of the
         Outstanding Amount of the Controlling Class have made written request
         to the Indenture Trustee to institute such Proceeding in respect of
         such Event of Default in its own name as Indenture Trustee hereunder;

                  (iii) such Noteholder or Noteholders have offered to the
         Indenture Trustee indemnity against the costs, expenses and liabilities
         to be incurred in complying with such request;

                  (iv) the Indenture Trustee for sixty (60) days after its
         receipt of such notice, request and offer of indemnity has failed to
         institute such Proceedings; and

                  (v) no direction inconsistent with such written request has
         been given to the Indenture Trustee during such sixty-day period by the
         Noteholders of Notes evidencing not less than a majority of the
         Outstanding Amount of the Controlling Class.

         No Noteholder or group of Noteholders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Noteholders or to obtain
or to seek to obtain priority or preference over any other Noteholders or to
enforce any right under this Indenture, except in the manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
evidencing less than a majority of the Outstanding Amount of the Controlling
Class, the Indenture Trustee shall act at the direction of the group of
Noteholders representing the greater percentage of the Outstanding Amount of the
Controlling Class. If the Indenture Trustee receives conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders representing an

                                      27
<PAGE>

equal percentage of the Outstanding Amount of the Controlling Class, the
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         (b) No Noteholder shall have any right to vote except as provided
pursuant to this Indenture and the other Basic Documents, nor any right in any
manner to otherwise control the operation and management of the Issuer. However,
in connection with any action as to which Noteholders are entitled to vote or
consent under this Indenture and the Notes, the Issuer may set a record date for
purposes of determining the identity of Noteholders entitled to vote or consent
in accordance with TIA Section 316(c).

         Section 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, any
Noteholder shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on its Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of prepayment pursuant to Article X, on or after the Prepayment Date)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Noteholder.

         Section 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

         Section 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Unmatured Event of Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Unmatured Event of Default or
Event of Default or any acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

         Section 5.11 Control by Controlling Class. Except as expressly provided
otherwise in this Indenture, for so long as any Notes are outstanding, the
Noteholders of Notes evidencing not less than a majority of the Outstanding

                                      28
<PAGE>

Amount of the Controlling Class shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

         (a) such direction shall not be in conflict with any rule of law or
with this Indenture;

         (b) the Indenture Trustee shall not sell or liquidate the Indenture
Trust Estate except pursuant to the express terms of Section 5.4(a); and

         (c) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction.

         Notwithstanding the rights of Noteholders set forth in this Section
5.11, subject to Section 6.1, the Indenture Trustee need not take any action
that it determines might expose it to personal liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.

         Section 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class may waive any past Unmatured Event of Default or Event
of Default and its consequences except an Unmatured Event of Default (a) in the
payment of principal of or interest on any of the Notes or (b) in respect of a
covenant or provision hereof that cannot be amended, supplemented or modified
without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Unmatured Event of Default or impair any right
consequent thereto.

         Upon any such waiver, such Unmatured Event of Default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Unmatured Event of Default or Event of Default or
impair any right consequent thereto.

         Section 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Noteholder by such Noteholder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or in the case of a right or remedy under this
Indenture which is instituted by the Controlling Class, more than 10% of the
Controlling Class) or (c) any suit instituted by any Noteholder for the

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<PAGE>

enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of a prepayment, on or after the Prepayment Date).

         Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture, and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

         Section 5.15 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Indenture Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with this Indenture.

         Section 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer
shall take all such lawful action as the Indenture Trustee may request to compel
or secure the performance and observance by each of the Seller, the Servicer and
the Receivables Servicers, as applicable, of its obligations to the Issuer under
or in connection with any Basic Document and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Basic Documents to the extent and in the manner directed by
the Indenture Trustee, including the transmission of notices of default on the
part of the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by each of
the Seller, the Servicer and the Receivables Servicers of its obligations to the
Issuer under or in connection with any Basic Document.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone, confirmed in writing promptly thereafter) of the Noteholders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller, the Servicer or the Receivables
Servicers under or in connection with any Basic Document, including the right or
power to take any action to compel or secure performance or observance by each
of the Seller, the Servicer or the Receivables Servicers, as the case may be, of
its obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension, or waiver under the Basic Documents and
any right of the Issuer to take such action shall be suspended.

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<PAGE>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.1 Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the Indenture Trustee undertakes to perform such duties
         and only such duties as are specifically set forth in this Indenture,
         no implied covenants or obligations shall be read into this Indenture
         against the Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture; provided, however, that the Indenture
         Trustee shall examine the certificates and opinions to determine
         whether or not they conform to the requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section 6.1;

                  (ii) the Indenture Trustee shall not be liable for any error
         of judgment made in good faith by a Trustee Officer unless it is proved
         that the Indenture Trustee was negligent in ascertaining the pertinent
         facts; and

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 5.11.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Sale and Servicing Agreement.

         (f) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

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<PAGE>

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and to the provisions of
the TIA.

         (h) The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Trustee Officer of the Indenture Trustee
shall have actual knowledge of such Event of Default or (2) written notice of
such Event of Default shall have been given to the Indenture Trustee in
accordance with the provisions of this Indenture.

         Section 6.2 Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely on any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper Person. The Indenture Trustee need not investigate any
fact or matters stated in any such document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel from the appropriate
party. The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on an Officer's Certificate or Opinion
of Counsel from the appropriate party.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent, attorney, custodian or nominee appointed by the Indenture Trustee with
due care.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that such action or omission by the
Indenture Trustee does not constitute willful misconduct, negligence or bad
faith.

         (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

         (f) The Indenture Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture or to institute, conduct
or defend any litigation hereunder or in relation hereto or to honor the request
or direction of any of the Noteholders pursuant to this Indenture unless such
Noteholders shall have offered to the Indenture Trustee security or indemnity
reasonably satisfactory to it against the reasonable costs, expenses,
disbursements, advances and liabilities which might be incurred by it, its
agents and its counsel in compliance with such request or direction.

         (g) The Indenture Trustee shall not be required to give any bond or
surety in respect of the powers granted hereunder.

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<PAGE>

         Section 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any Note Paying
Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same
with like rights.

         Section 6.4 Indenture Trustee's Disclaimer. The Indenture Trustee (i)
shall not be responsible for, and makes no representation as to, the validity or
adequacy of this Indenture or the Notes and (ii) shall not be accountable for
the Issuer's use of the proceeds from the Notes, or responsible for any
statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

         Section 6.5 Notice of Defaults. If an Unmatured Event of Default occurs
and is continuing and if it is known to a Trustee Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of such
Unmatured Event of Default within ninety (90) days after it occurs. Except in
the case of an Unmatured Event of Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Trustee Officers in good faith determines that withholding the
notice is in the interests of Noteholders.

         Section 6.6 Reports by Indenture Trustee to Noteholders. The Indenture
Trustee shall deliver to each Noteholder, not later than the latest date
permitted by law, such information as may be required to enable such holder to
prepare its federal and state income tax returns.

         Section 6.7 Compensation and Indemnity. (a) The Issuer shall cause the
payment to be made to the Indenture Trustee from time to time compensation for
its services to the extent of and in the priority set forth in Section 8.2(c)
and as described in the Indenture Trustee Fee Letter. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall cause reimbursement to be made to the Indenture
Trustee for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services,
out of the Issuer to the extent of and in accordance with the priority in
Section 8.2(c). Such expenses shall include the reasonable out-of-pocket
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify the
Indenture Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees and expenses) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder in
accordance with the priority in Section 8.2. The Indenture Trustee shall notify
the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder if no material prejudice to the Issuer shall have resulted
from such failure and, in such event, only to the extent of such prejudice. The
Issuer shall not reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee through the Indenture Trustee's own
willful misconduct, negligence or bad faith.

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<PAGE>

         (b) The Issuer's payment obligations to the Indenture Trustee pursuant
to this Section 6.7 shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture. When the Indenture Trustee incurs
expenses after the occurrence of an Unmatured Event of Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.

         Section 6.8 Replacement of Indenture Trustee. (a) No resignation or
removal of the Indenture Trustee, and no appointment of a successor Indenture
Trustee, shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8 and payment in full of
all sums due to the Indenture Trustee pursuant to Section 6.7. The holders of
Notes evidencing not less than a majority in principal amount of the Controlling
Class may remove the Indenture Trustee without cause by so notifying the
Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.
The Issuer shall remove the Indenture Trustee if:

                    (i) the Indenture Trustee fails to comply with Section
               6.11;

                    (ii) an Insolvency Event occurs with respect to the
               Indenture Trustee;

                    (iii) a receiver or other public officer takes charge of
               the Indenture Trustee or its property;

                    (iv) the Indenture Trustee otherwise becomes incapable of
               acting; or

                    (v) the Indenture Trustee breaches any representation,
               warranty or covenant made by it under any Basic Document.

         The Indenture Trustee may resign at any time by giving 30 days' written
notice to the Issuer. If the Indenture Trustee resigns or is removed or if a
vacancy exists in the office of Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

         (b) Any successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee and to the Issuer.
Thereupon, if all sums due the retiring Indenture Trustee pursuant to Section
6.7 have been paid in full, the resignation or removal of the retiring Indenture
Trustee shall become effective, the successor Indenture Trustee shall have all
the rights, powers and duties of the Indenture Trustee under this Indenture and
the resigning Indenture Trustee shall be relieved of all of its obligations
hereunder. The successor Indenture Trustee shall mail a notice of its succession
to Noteholders. If all sums due the retiring Indenture Trustee pursuant to
Section 6.7 have been paid in full, the retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

         (c) If a successor Indenture Trustee does not take office within sixty
(60) days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the holders of Notes evidencing not
less than a majority in the Outstanding Amount of the Controlling Class may
petition any court of competent jurisdiction for the appointment of a successor

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<PAGE>

Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11,
any Noteholder who has been a bona fide Noteholder for at least six (6) months
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

         (d) Notwithstanding the replacement of the Indenture Trustee pursuant
to this Section 6.8, the obligations of the Issuer under Section 6.7 shall
continue for the benefit of the retiring Indenture Trustee.

         Section 6.9 Successor Indenture Trustee by Merger. (a) If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Indenture
Trustee; provided that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11.

         (b) In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee. In all such cases such certificates shall
have the full force which it is provided anywhere in the Notes or in this
Indenture that the certificate of the Indenture Trustee shall have.

         Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Indenture Trust Estate may at the time be located, the
Indenture Trustee shall have the power and may execute and deliver an instrument
to appoint one or more Persons to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Issuer, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Indenture Secured Parties, such title to the Indenture Trust Estate, or any part
hereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.8.

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

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Indenture Trustee shall be conferred or imposed upon
         and exercised or performed by the Indenture Trustee and such separate
         trustee or co-trustee jointly (it being understood that such separate
         trustee or co-trustee shall not be authorized to act separately without

                                      35
<PAGE>

         the Indenture 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 Indenture 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
         Indenture Trust Estate 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 Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Indenture 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 Indenture and
the conditions of this Article VI. 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
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture 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 Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         Section 6.11 Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee or its parent shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating of investment grade by each of the Rating
Agencies or shall otherwise be acceptable to each of the Rating Agencies. The
Indenture Trustee shall comply with TIA Section 310(b).

         (b) Within ninety (90) days after ascertaining the occurrence of an
Event of Default which shall not have been cured or waived, unless authorized by
the Commission, the Indenture Trustee shall resign with respect to the Class A
Notes, the Class B Notes, the Class C Notes and/or the Class D Notes in
accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a
successor Indenture Trustee for each of such Classes, as applicable, so that
there will be separate Indenture Trustees for the Class A Notes, the Class B
Notes, the Class C Notes and the Class D Notes. In the event the Indenture

                                      36
<PAGE>

Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

         (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11, the
Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with
respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of such
successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is
not retiring with respect to all Classes of Notes, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of each Class as to which the retiring Indenture Trustee is not retiring
shall continue to be vested in the Indenture Trustee and (iii) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be a trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the removal of the
retiring Indenture Trustee shall become effective to the extent provided herein.

         Section 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

         Section 6.13 Waiver of Setoffs. The Indenture Trustee hereby expressly
waives any and all rights of setoff that the Indenture Trustee may otherwise at
any time have under applicable law with respect to any Trust Account and agrees
that amounts in the Trust Accounts shall at all times be held and applied solely
in accordance with the provisions hereof and of the other Basic Documents.

         Section 6.14 Representations and Warranties. The Indenture Trustee
hereby makes the following representations and warranties on which the Issuer
and the Noteholders shall rely:

         (a) the Indenture Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America; and

         (b) the Indenture Trustee has full power, authority and legal right to
execute, deliver, and perform this Indenture and shall have taken all necessary
action to authorize the execution, delivery and performance by it of this
Indenture.


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<PAGE>

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.1 Note Registrar To Furnish Indenture Trustee and Owner
Trustee Names and Addresses of Noteholders. The Note Registrar shall furnish or
cause to be furnished (a) to the Indenture Trustee not more than five (5) days
after each Record Date, a list of the names and addresses of the Noteholders as
of such Record Date and (b) to the Indenture Trustee or the Owner Trustee at
such other times as the Indenture Trustee or the Owner Trustee, as applicable,
may request in writing, within thirty (30) days after receipt by the Note
Registrar of any such request, a list of similar form and content as of a date
not more than ten (10) days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished to the Indenture Trustee. The Note
Registrar shall furnish or cause to be furnished to the Owner Trustee not more
than five (5) days after the first Record Date a list of the names and addresses
of the Noteholders as of the first Record Date.

         Section 7.2  Preservation of Information; Communications
to Noteholders.

         (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.1 and the names and addresses of Noteholders received by the Indenture Trustee
in its capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a new list so
furnished. The Indenture Trustee shall make such list available to the Owner
Trustee on written request, and to the Noteholders upon written request of three
(3) or more Noteholders or one or more Noteholders evidencing not less than 25%
of the Outstanding Amount of the Notes.

         (b) Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes.

         (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIA Section 312(c).

     Section 7.3 Reports by Issuer. (a) The Indenture Trustee on behalf of the
Issuer shall:


                  (i) file with the Commission, copies of the annual reports and
         of the information, documents and other reports (or copies of such
         portions of any of the foregoing as the Commission may from time to
         time by rules and regulations prescribe) that the Issuer may be
         required to file with the Commission pursuant to Section 13 or 15(d) of
         the Exchange Act;

                  (ii) file with the Commission in accordance with the rules and
         regulations prescribed from time to time by the Commission such
         additional information, documents and reports with respect to
         compliance by the Issuer with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations; and

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<PAGE>

                  (iii) upon Issuer Order transmit by mail to all Noteholders
         described in TIA Section 313(c)) such summaries of any information,
         documents and reports required to be filed by the Issuer pursuant to
         clauses (i) and (ii) of this Section 7.3(a) and by rules and
         regulations prescribed from time to time by the Commission.

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.

         Section 7.4  Reports by Indenture Trustee.

         (a) If required by TIA Section 313(a), within sixty (60) days after
each May 15, beginning with May 15, 2004, the Indenture Trustee shall mail to
each Noteholder as required by TIA Section 313(c) a brief report dated as of
such date that complies with TIA Section 313(a). The Indenture Trustee also
shall comply with TIA Section 313(b).

         (b) A copy of each report at the time of its mailing to Noteholders
shall be filed by the Indenture Trustee with the Commission and each stock
exchange, if any, on which the Notes are listed. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.1 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale and
Servicing Agreement. The Indenture Trustee shall apply all such money received
by it as provided in this Indenture and the Sale and Servicing Agreement. Except
as otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Indenture Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim an Unmatured Event of Default or Event
of Default under this Indenture and any right to proceed thereafter as provided
in Article V.

         Section 8.2  Trust Accounts.

         (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain the Trust Accounts as provided in Sections
4.1 of the Sale and Servicing Agreement.

         (b) On or before each Determination Date, all Available Funds with
respect to the Collection Period preceding such Payment Date shall be deposited
in the Collection Account as provided in Sections 4.2, 4.3 and 4.4 of the Sale
and Servicing Agreement.

         (c) On each Payment Date, the Indenture Trustee (based on the
information contained in the Monthly Report delivered on or before the related

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Determination Date pursuant to Section 3.8 of the Sale and Servicing Agreement)
shall make the following withdrawals from the Collection Account and make
deposits, distributions and payments, to the extent of Available Funds for such
Payment Date, in the following order of priority:

                  (i) first, if Goldman Sachs Mortgage Company is not the
         Servicer to the Servicer any accrued and unpaid Net Servicing Fee for
         the related Collection Period (and to the Servicer, any accrued and
         unpaid Net Servicing Fees from prior Collection Periods);

                  (ii) second, (i) pro rata (a) to the Indenture Trustee, the
         Indenture Trustee Fee for the related Collection Period (and any
         accrued and unpaid Indenture Trustee Fees from prior Collection
         Periods), and (b) to the Owner Trustee, the Owner Trustee Fee for the
         related Collection Period (and any accrued and unpaid Owner Trustee
         Fees from prior Collection Periods), and then (ii) pro rata to the
         Indenture Trustee and the Owner Trustee, any other accrued and unpaid
         amounts (including reasonable legal fees and expenses) owed to the
         Indenture Trustee and the Owner Trustee not to exceed $100,000 in the
         aggregate in any consecutive twelve (12) month period;

                  (iii) third, to the Holders of the Class A Notes, ratably, the
         Class A Interest Payment Amount for such Payment Date;

                  (iv) fourth, to the Principal Distribution Account for payment
         pursuant to Section 8.2(d), the First Allocation of Principal for such
         Payment Date;

                  (v) fifth, to the Holders of the Class B Notes, ratably, the
         Class B Interest Payment Amount;

                  (vi) sixth, to the Principal Distribution Account for payment
         pursuant to Section 8.2(d), the Second Allocation of Principal for such
         Payment Date;

                  (vii) seventh, to the Holders of the Class C Notes, ratably,
         the Class C Interest Payment Amount;

                  (viii) eighth, to the Principal Distribution Account for
         payment pursuant to Section 8.2(d), the Third Allocation of Principal
         for such Payment Date;

                  (ix) ninth, to the Holders of the Class D Notes, the Class D
         Interest Payment Amount for such Payment Date;

                  (x) tenth, to the Principal Distribution Account for payment
         pursuant to Section 8.2(d), the Regular Allocation of Principal for
         such Payment Date;

                  (xi) eleventh, if Goldman Sachs Mortgage Company is the
         Servicer to the Servicer, any accrued and unpaid Net Servicing Fee for
         the related Collection Period (and to the Servicer, any accrued and
         unpaid Net Servicing Fees from prior Collection Periods);

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                  (xii) twelfth, to the Principal Distribution Account for
         payment pursuant to Section 8.2(d), the Excess Allocation of Principal
         for such Payment Date;

                  (xiii) thirteenth, to the applicable party, any accrued and
         unpaid fees or expenses (including reasonable legal fees and expenses)
         or any other amounts owed by the issuer to such party, to the extent
         not paid pursuant to clauses (i) through (xii) above; and

                  (xiv) fourteenth, the remainder, if any, to the Certificate
         Distribution Account for distribution to the Certificateholders.

         (d) On each Payment Date, the Indenture Trustee (based on the
information contained in the Monthly Report delivered on or before the related
Determination Date pursuant to Section 3.8 of the Sale and Servicing Agreement)
shall withdraw the funds deposited in the Principal Distribution Account on such
Payment Date and make distributions and payments of such funds in the following
order of priority:

                  (i) first, to the Holders of the Class A Notes, in the
         following order of priority, the Class A Principal Payment Amount for
         such Payment Date:

                  (A) to the Holders of the Class A-1 Notes until the
         Outstanding Amount of the Class A-1 Notes is reduced to zero;

                  (B) to the Holders of the Class A-2 Notes until the
         Outstanding Amount of the Class A-2 Notes is reduced to zero;

                  (C) to the Holders of the Class A-3 Notes until the
         Outstanding Amount of the Class A-3 Notes is reduced to zero; and

                  (D) to the Holders of the Class A-4 Notes until the
         Outstanding Amount of the Class A-4 Notes is reduced to zero;

                  (ii) second, to the Holders of the Class B Notes, the Class B
         Principal Payment Amount for such Payment Date;

                  (iii) third, to the Holders of the Class C Notes, the Class C
         Principal Payment Amount for such Payment Date; and

                  (iv) fourth, to the Holders of the Class D Notes, the Class D
         Principal Payment Amount for such Payment Date.

     (e) Notwithstanding the foregoing, the priority of payments set forth in
Section 8.2(d) shall be adjusted as follows:

                  (i) in no event will the principal payment allocated to any
         subclass of any Note exceed the Outstanding Amount of such subclass.

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                  (ii) on the Final Scheduled Payment Date for each subclass of
         any Note, the principal payment to be applied to such subclass will
         include the amount, to the extent of the remaining Available Funds,
         necessary (after giving effect to the other amounts to be deposited in
         the Principal Distribution Account on that Payment Date) to reduce the
         outstanding principal amount of that subclass to zero.

                  (iii) no principal payments will be made on the Class B Notes,
         the Class C Notes or the Class D Notes on any Payment Date until the
         Class A-1 Notes have been paid in full;

                  (iv) in the event of any shortfall in the amount of funds
         available for principal payments on the Notes on any Payment Date, no
         principal payments will be made on the Class B Notes on any Payment
         Date until all amounts payable with respect to the Class A Notes on
         that Payment Date have been paid in full, no principal payments will be
         made on the Class C Notes on any Payment Date until all amounts payable
         with respect to the Class B Notes on that Payment Date have been paid
         in full, and no principal payments will be made on the Class D Notes on
         any Payment Date until all amounts payable with respect to the Class C
         Notes on that Payment Date have been paid in full.

                  (v) if, on any Payment Date, the Three-Month Annualized Net
         Loss Ratio exceeds the Sequential Principal Payment Trigger Percentage
         in effect on that Payment Date, then on each such Payment Date until
         the Three-Month Annualized Net Loss Ratio is reduced below the
         Sequential Principal Payment Trigger Percentage in effect on that
         Payment Date, the Issuer will pay from the Principal Distribution
         Account the principal on the Notes of each Class sequentially starting
         with the most senior and earliest maturing Class of Notes then
         outstanding (in the order of priority set forth in Section 8.2(d))
         until each Class is paid in full.

         (f) Notwithstanding any other provision of this Article VIII, and
subject to Section 5.4(b):

                  (i) If the Notes have been accelerated following the
         occurrence and during the continuation of an Event of Default specified
         in Section 5.1(i), 5.1(ii), 5.1(v) or 5.1(vi), but prior to the
         liquidation of the Indenture Trust Estate, the Indenture Trustee shall
         (A) transfer the funds on deposit in the Collection Account remaining
         after the application of clauses 8.2(c)(i) through (iii) to the
         Principal Distribution Account to the extent necessary to reduce the
         Outstanding Amount of all the Class A Notes to zero, or, (B) if the
         Class A Notes shall have been paid in full, to transfer the funds on
         deposit in the Collection Account remaining after the application of
         clauses 8.2(c)(i) through (v) to the Principal Distribution Account to
         the extent necessary to reduce the principal amount of all the Class B
         Notes to zero, or, (C) if the Class A Notes and Class B Notes shall
         have been paid in full, to transfer the funds on deposit in the
         Collection Account remaining after the application of clauses 8.2(c)(i)
         through (vii) to the Principal Distribution Account to the extent
         necessary to reduce the principal amount of all the Class C Notes to
         zero, or, (D) if the Class A Notes, Class B Notes and Class C Notes
         shall have been paid in full, to transfer the funds on deposit in the
         Collection Account remaining after the application of clauses 8.2(c)(i)
         through (ix) to the Principal Distribution Account to the extent
         necessary to reduce the principal amount of all the Class D Notes to

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         zero. Any amounts transferred to the Principal Distribution Account
         pursuant to clause (A) shall be applied to the repayment of principal
         of the Class A Notes in the order of priority described in Section
         8.2(d)(i).

                  (ii) If the Notes have been accelerated following the
         occurrence and during the continuation of an Event of Default specified
         in Section 5.1(iii) or 5.1(iv), the Indenture Trustee shall transfer
         the funds on deposit in the Collection Account remaining after the
         application of clauses 8.2(c)(i) through (x) to the Principal
         Distribution Account to the extent necessary to reduce the principal
         amount of all the Notes to zero. Any such remaining funds shall be used
         to pay principal in respect of the Notes, sequentially, starting with
         the most senior and earliest maturing Class of Notes then outstanding
         (with respect to the Class A Notes, in the order of priority described
         in Section 8.2(d)(i)) until that Class is paid in full.

         (g) In the case of an event described in Section 8.2(e)(i) or (ii), the
Holders of the Certificates will not receive any distributions until the
principal amount and accrued interest on all the Notes has been paid in full.

         Section 8.3  General Provisions Regarding Accounts.

         (a) So long as no Unmatured Event of Default or Event of Default shall
have occurred and be continuing, all or a portion of the funds in the Collection
Account shall be invested by the Indenture Trustee at the written direction of
the Servicer in Permitted Investments specified in such written direction as
provided in Section 4.1 of the Sale and Servicing Agreement. No income or other
gain (net of losses and investment expenses) from investments of monies
deposited in the Collection Account shall be included in Available Funds and all
such income or other gain shall be withdrawn by the Indenture Trustee from such
account on each Payment Date and shall be paid by the Indenture Trustee to or at
the direction of the Servicer. The Servicer shall not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest Granted and perfected in
such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.

         (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for
losses attributable to the Indenture Trustee's failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.

         (c) If (i) the Servicer shall have failed to give investment directions
for any funds on deposit in the Collection Account to the Indenture Trustee or
(ii) to the knowledge of a Trustee Officer of the Indenture Trustee, a Default
or Event of Default shall have occurred and be continuing with respect to the

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Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.2 or (iii) if such Notes shall have been declared due and payable
following an Event of Default then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Collection Account in one
or more Permitted Investments in accordance with the standing instructions most
recently given by the Servicer.

         Each Noteholder or Note Owner, by its acceptance of a Note, or in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that the
Ford Credit Servicing Agreement will terminate on March 30, 2010. After March
30, 2010 with respect to the Ford Credit Receivables, the Noteholders will not
have any right, title and interest in, to and under, any future claims, demands,
causes of action and chooses in action in respect of such Receivables. After
March 30, 2010 with respect to the Ford Credit Receivables, collections in
respect of such Receivables will not be deposited in the Collection Account, and
will not be available to make the distributions described in Section 8.2 of this
Indenture.

         Section 8.4  Release of Indenture Trust Estate.

         (a) Subject to the payment of its fees and expenses pursuant to Section
6.7, the Indenture Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid in full, release any remaining portion of the Indenture Trust Estate
that secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Order
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

         (c) Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, acknowledges that
from time to time the Indenture Trustee shall release the lien of this Indenture
on any Receivable to be repurchased or purchased pursuant to Section 2.3 or
Section 3.6, respectively, of the Sale and Servicing Agreement.

         Section 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven (7) days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, except in connection with any
action contemplated by Section 8.4(c), as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete

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the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Indenture Trust Estate. Counsel rendering any such opinion may
rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.1  Supplemental Indentures Without Consent of Noteholders.

         (a) Without the consent of the Noteholders but with the prior written
consent of the Swap Counterparty and with prior notice to the Rating Agencies,
the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
         any time subject to the lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the lien of this Indenture, or to subject
         to the lien of this Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
         applicable provisions hereof, of another Person to the Issuer, and the
         assumption by any such successor of the covenants of the Issuer
         contained herein and in the Notes;

                  (iii) to add to the covenants of the Issuer, for the benefit
         of the Indenture Secured Parties, or to surrender any right or power
         herein conferred upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with the Prospectus, the Prospectus Supplement, any other
         provision herein or in any supplemental indenture or to make any other
         provisions with respect to matters or questions arising under this
         Indenture or under any supplemental indenture; provided that such
         action shall not materially adversely affect the interests of the
         Noteholders;

                  (vi) to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Notes
         and to add to or change any of the provisions of this Indenture as
         shall be necessary to facilitate the administration of the trusts
         hereunder by more than one trustee, pursuant to the requirements of
         Article VI;

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                  (vii) to modify, eliminate or add to the provisions of this
         Indenture (A) to such extent as shall be necessary to affect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA or (B) to
         enable the Issuer to use any exemption from the registration provisions
         of the Securities Act as applied to the Class D Notes; or

                  (viii) to add, modify or eliminate such provisions as may be
         necessary or advisable in order to enable (a) the transfer to the
         Issuer of all or any portion of the Receivables to be derecognized
         under GAAP by the Seller, (b) the Issuer to avoid becoming a member of
         Seller's consolidated group under GAAP or (c) the Seller or any of its
         Affiliates to otherwise comply with or obtain more favorable treatment
         under any law or regulation or any accounting rule or principle; it
         being a condition to any such amendment that the Rating Agency
         Condition be satisfied.

         The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Noteholders but with prior
notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner (other than the modifications set forth in Section 9.2)
the rights of the Noteholders under this Indenture; provided, however, that such
action shall not adversely affect in any material respect the interests of any
Noteholder either (i) as evidenced by an Opinion of Counsel or (ii) as evidenced
by the satisfaction of the Rating Agency Condition.

         Section 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with the prior written consent of the Holders of not less than a majority of the
aggregate outstanding principal amount of the Outstanding Notes, voting together
as a single class, with prior notice to the Rating Agencies, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or modifying in any manner the rights of the Noteholders
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:

                  (i) change the Final Scheduled Payment Date or the date on
         which payment of any installment of principal of or interest on any
         Note is due, or reduce the principal amount thereof, the interest rate
         thereon or the Prepayment Price with respect thereto, change the
         provisions of this Indenture relating to the application of the
         proceeds of the sale of, the Indenture Trust Estate to payment of
         principal of or interest on the Notes, or change any place of payment
         where, or the coin or currency in which, any Note or the interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of the provisions of this Indenture requiring the
         application of funds available therefor, as provided in Article V, to
         the payment of any such amount due on the Notes on or after the

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         respective due dates thereof (or, in the case of redemption, on or
         after the Prepayment Date);

                  (ii) reduce the percentage of the Outstanding Amount of the
         Notes or of the Controlling Class, the consent of the Noteholders of
         which is required for any such supplemental indenture, or the consent
         of the Noteholders of which is required for any waiver of compliance
         with certain provisions of this Indenture or certain Unmatured Events
         of Default or Events of Default hereunder and their consequences
         provided for in this Indenture;

                  (iii) modify or alter (x) the provisions of the proviso to the
         definition of the term "Outstanding" or (y) the definition of
         "Controlling Class";

                  (iv) reduce the percentage of the Outstanding Amount of the
         Notes or of the Controlling Class required to direct or consent to a
         sale or liquidation by the Indenture Trustee of the Indenture Trust
         Estate pursuant to Section 5.4 if the proceeds of such sale or
         liquidation would be insufficient to pay the principal amount and
         accrued but unpaid interest on the Notes and/or the Certificates, as
         applicable;

                  (v) modify any provision of this Section 9.2 in any respect
         adverse to the interests of the Noteholders except to increase any
         percentage specified herein or to provide that certain additional
         provisions of this Indenture or the other Basic Documents cannot be
         modified or waived without the consent of the holder of each
         Outstanding Note affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation) or to affect the rights of the Noteholders to the benefit
         of any provisions for the mandatory redemption of the Notes contained
         herein; or

                  (vii) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Indenture Trust Estate or, except as otherwise permitted or
         contemplated herein, terminate the lien of this Indenture on any such
         collateral at any time subject hereto or deprive any Noteholder of the
         security provided by the lien of this Indenture.

         It shall not be necessary for any Act of Noteholders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof. Promptly
after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the
Noteholders of the Notes to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture

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permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

         Section 9.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         Section 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X

                                   PREPAYMENT

         Section 10.1 Optional Prepayment. The Outstanding Notes are subject to
prepayment in whole, but not in part, at the direction of the Servicer or, under
certain circumstances, one or Certificateholder evidencing 100% of the
Percentage Interests in the Certificates pursuant to Section 8.1 of the Sale and
Servicing Agreement, on any Payment Date on which the Servicer or such a
Certificateholder exercises its option to purchase the Trust Estate pursuant to
Section 8.1 of the Sale and Servicing Agreement. The Servicer or the Issuer
shall furnish the Rating Agencies and the Indenture Trustee notice of such
prepayment. If the Outstanding Notes are to be prepaid pursuant to this Section
10.1, the Servicer or Certificateholder evidencing 100% of the Percentage
Interests in the Certificates, as applicable, shall furnish notice of such
election to the Indenture Trustee not later than twenty (20) days prior to the
Prepayment Date and shall deposit the Optional Purchase Price in the Collection
Account as described in Section 8.1 of the Sale and Servicing Agreement,
whereupon all such Outstanding Notes shall be due and payable on the Prepayment

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Date upon the furnishing of a notice complying with Section 10.2 to each Holder
of the Outstanding Notes.

         Section 10.2 Form of Prepayment Notice. Notice of prepayment under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted promptly following
receipt of notice from the Issuer or the Servicer pursuant to Section 10.1, but
not later than three Business Days after it has received such notice, to the
Swap Counterparty and to each Noteholder as of the close of business on the
Record Date preceding the applicable Prepayment Date, at such Noteholder's
address or facsimile number appearing in the Note Register.

         All notices of prepayment shall state:

                  (i) the Prepayment Date;

                  (ii) the Prepayment Price;

                  (iii) the place where such Notes are to be surrendered for
         payment of the Prepayment Price (which shall be the office or agency of
         the Issuer to be maintained as provided in Section 3.2); and

                  (iv) that interest on the Outstanding Notes shall cease to
         accrue on and after the Prepayment Date.

         Notice of prepayment of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give notice of
prepayment, or any defect therein, to any Noteholder shall not impair or affect
the validity of the prepayment of any other Note.

         Section 10.3 Notes Payable on Prepayment Date. The Notes shall,
following notice of prepayment as required by Section 10.2, shall on the
Prepayment Date become due and payable at the Prepayment Price and (unless the
Issuer shall default in the payment of the Prepayment Price) no interest shall
accrue on the Prepayment Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Prepayment Price.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section 11.1,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture, no additional certificate or opinion need be furnished.

                                      49
<PAGE>

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (A) a statement that each signatory of such certificate or
         opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                  (B) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (C) a statement that, in the opinion of each such signatory,
         such signatory has made such examination or investigation as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

                  (D) a statement as to whether, in the opinion of each such
         signatory, such condition or covenant has been complied with.

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the Collateral or other property or securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signer thereof as to the matters described in clause (i)
         above, the Issuer shall also deliver to the Indenture Trustee an
         Independent Certificate as to the same matters, if the fair value to
         the Issuer of the securities to be so deposited and of all other such
         securities made the basis of any such withdrawal or release since the
         commencement of the then-current fiscal year of the Issuer, as set
         forth in the certificates delivered pursuant to clause (i) above and
         this clause (ii), is ten percent (10%) or more of the Outstanding
         Amount of the Notes Outstanding, but such a certificate need not be
         furnished with respect to any securities so deposited, if the fair
         value thereof to the Issuer as set forth in the related Officer's
         Certificate is less than $25,000 or less than one percent (1%) of the
         Outstanding Amount of the Notes Outstanding.

                  (iii) Whenever any property or securities are to be released
         from the lien of this Indenture, the Issuer shall also furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of each person signing such certificate as to the fair value
         (within ninety (90) days of such release) of the property or securities
         proposed to be released and stating that in the opinion of such person
         the proposed release will not impair the security under this Indenture
         in contravention of the provisions hereof.

                                      50
<PAGE>

                  (iv) Other than with respect to the release of any Repurchased
         Receivable, whenever the Issuer is required to furnish to the Indenture
         Trustee an Officer's Certificate certifying or stating the opinion of
         any signer thereof as to the matters described in clause (iii) above,
         the Issuer shall also furnish to the Indenture Trustee an Independent
         Certificate as to the same matters if the fair value of the property or
         securities and of all other property, other than property as
         contemplated by clause (v) below or securities released from the lien
         of this Indenture since the commencement of the then-current calendar
         year, as set forth in the certificates required by clause (iii) above
         and this clause (iv), equals ten percent (10%) or more of the
         Outstanding Amount of the Notes Outstanding, but such certificate need
         not be furnished in the case of any release of property or securities
         if the fair value thereof as set forth in the related Officer's
         Certificate is less than $25,000 or less than one percent (1%) of the
         Outstanding Amount of the Notes Outstanding.

                  (v) Notwithstanding Section 2.10 or any other provisions of
         this Section 11.1, the Issuer may, without compliance with the
         requirements of the other provisions of this Section 11.1, (A) collect,
         liquidate, sell or otherwise dispose of Receivables and Financed
         Vehicles as and to the extent permitted or required by the Basic
         Documents and (B) make cash payments out of the Trust Accounts as and
         to the extent permitted or required by the Basic Documents.

         Section 11.2 Form of Documents Delivered to Indenture Trustee. (a) In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         (b) Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Servicer, the Seller or the Issuer, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Seller or the Issuer, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         (d) Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended

                                      51
<PAGE>

that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         Section 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Noteholder of any Notes shall bind the Noteholder
of every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

         Section 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or act of Noteholders is to be made upon, given or
furnished to or filed with:

                  (i) the Indenture Trustee by any Noteholder, the Servicer or
         the Issuer shall be sufficient for every purpose hereunder if made,
         given, furnished or filed in writing to or with the Indenture Trustee
         at its Corporate Trust office; or

                  (ii) the Issuer by the Indenture Trustee or by any Noteholder
         shall be sufficient for every purpose hereunder if in writing and
         mailed first-class, postage prepaid to the Issuer addressed to: GS Auto
         Loan Trust 2004-1, in care of Wilmington Trust Company, as Owner

                                      52
<PAGE>

         Trustee, Rodney Square North, 1100 North Market Street, Wilmington,
         Delaware 19890-0001, Attention: Corporate Trust Administration, with a
         copy to the Servicer at 85 Broad Street, New York, New York 10004,
         Attention: Jonathan Coblentz, or at any other address previously
         furnished in writing to the Indenture Trustee by the Issuer. The Issuer
         shall promptly transmit any notice received by it from the Noteholders
         to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to
(i) 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, and
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Ratings Services, a division of The McGraw--Hill Companies, Inc., 55
Water Street, 40th Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department.

         Section 11.5  Notices to Noteholders; Waiver.

         (a) Where this Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.

         (b) Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         (c) In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         (d) Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute an Unmatured
Default or Event of Default.

         Section 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement, subject to the Indenture Trustee's consent (which
consent shall not be unreasonably withheld), with any Noteholder providing for a
method of payment, or notice by the Indenture Trustee or any Note Paying Agent
to such Noteholder, that is different from the methods provided for in this
Indenture for such payments or notices. The Issuer shall furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee shall

                                      53
<PAGE>

cause payments to be made and notices to be given in accordance with such
agreements.

         Section 11.7 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required or deemed provision shall control.

         The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 11.10 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Indenture Secured Parties, and
any other party secured hereunder, and any other Person with an ownership
interest in any part of the Indenture Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         Section 11.12 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL. (a) THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS THAT
WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         (b) Each of the parties hereto hereby irrevocably and unconditionally.

                                      54
<PAGE>

                  (i) submits for itself and its property in any legal action or
         proceeding relating to this Indenture or any documents executed and
         delivered in connection herewith, or for recognition and enforcement of
         any judgment in respect thereof, to the nonexclusive general
         jurisdiction of the courts of the State of New York, the courts of the
         United States of America for the Southern District of New York and
         appellate courts from any thereof;

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

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Person at its address determined in accordance with
         Section 9.4; and

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

         (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY.

         Section 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
to the effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture.

         Section 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer, (iii) the Servicer, the Depositor
or the Seller or (iv) any partner, owner, beneficiary, agent, officer, director,
employee or agent of any Person described in clauses (i), (ii) and (iii) above,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacities), and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner

                                      55
<PAGE>

Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI and VII of the Trust Agreement.

         Section 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder or Note Owner, by accepting a Note or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenant and agree
that prior to the end of the period that is one year and one day after there has
been paid in full all debt issued by any securitization vehicle in respect of
which the Depositor holds any interest, they will not institute against the
Issuer, or join in, or assist or encourage others to institute any institution
against the Issuer 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 Notes, this Indenture or any of the other Basic Documents.

         Section 11.18 Subordination Agreement. Each Noteholder, by accepting a
Note, hereby covenants and agrees that, to the extent it is deemed to have any
interest in any assets of the Depositor, or a securitization vehicle (other than
the Issuer) related to the Depositor, dedicated to other debt obligations of the
Depositor or debt obligations of any other securitization vehicle (other than
the Issuer) related to the Depositor, its interest in those assets is
subordinate to claims or rights of such other debtholders to those other assets.
Furthermore, each Noteholder, by accepting a Note, hereby covenants and agrees
that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.

         Section 11.19 No Recourse. Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuer under or in connection with the
Notes and this Indenture are nonrecourse obligations of the Issuer payable
solely from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders and the Indenture Trustee
against the Issuer shall be extinguished and shall not thereafter revive. It is
understood that the foregoing provisions of this Section 11.19 shall not (i)
prevent recourse to the Collateral for the sums due or to become due under any
security, instrument or agreement which is part of the Collateral or (ii)
constitute a waiver, release or discharge of any indebtedness or obligation
evidenced by the Notes or secured by this Indenture (to the extent it relates to
the obligation to make payments on the Notes) until such Collateral has been
realized and reduced to zero, whereupon any outstanding indebtedness or
obligation in respect of the Notes shall be extinguished and shall not
thereafter revive. It is further understood that the foregoing provisions of
this Section 11.19 shall not limit the right of any Person to name the Issuer as
a party defendant in any Proceeding or in the exercise of any other remedy under
the Notes or this Indenture, so long as no judgment in the nature of a
deficiency judgment shall be asked for or (if obtained) enforced against any
such Person or entity.

         Section 11.20 Limitation of Liability of Owner Trustee. It is expressly
understood and agreed by and between the parties hereto that (i) this Indenture
is executed and delivered by Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee of the Issuer in the exercise of the power
and authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Issuer are not
personal representations, undertakings and agreements of Wilmington Trust
Company, but are binding only on the Issuer, (iii) nothing contained herein
shall be construed as creating any liability on Wilmington Trust Company,
individually or personally, to perform any covenant of the Issuer, either
expressed or implied, contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any person claiming by, through or

                                      56
<PAGE>

under any such party, and (iv) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expense of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Indenture.

                               [SIGNATURES FOLLOW]



                                      57
<PAGE>



         IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.

                           GS AUTO LOAN TRUST 2004-1

                           By: WILMINGTON TRUST COMPANY,
                           not in its individual capacity but solely as Owner
                           Trustee of GS Auto Loan Trust 2004-1

                           By:  _______________________________________________
                           Name:
                           Title:


                           WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           not in its individual capacity but solely as
                           Indenture Trustee

                           By:  _______________________________________________
                           Name:
                           Title:




                                      S-1                            Indenture
<PAGE>

                                   EXHIBIT A-1

                             FORM OF CLASS A-1 NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $336,137,000

         No. A-1-1                       CUSIP NO. 36292R AJ 0

         GS AUTO LOAN TRUST 2004-1

         CLASS A-1 1.11% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of three hundred thirty-six million one hundred thirty-seven
thousand dollars payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is $336,137,000
(the original face amount of this Note) and the denominator of which is
$336,137,000 by (ii) the aggregate amount, if any, payable to holders of Class
A-1 Notes on such Payment Date from the Principal Distribution Account in
respect of principal on the Class A-1 Notes pursuant to Section 3.1 of the
Indenture dated as of February 24, 2004 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Issuer and Wells Fargo Bank, National Association, as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on February 2005 Payment
Date (the "Class A-1 Final Scheduled Payment Date"). Capitalized terms used but
not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on

                                    A-1-1
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
previous Payment Date on which interest has been paid (or, in the case of the
initial Payment Date, from the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]





















                                    A-1-2
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                        GS AUTO LOAN TRUST 2004-1

                                        By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Owner Trustee of GS Auto
                                        Loan Trust 2004-1

                                         By:  _______________________________
                                         Name:
                                         Title:



         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-1 Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Indenture Trustee

                                         By:  _________________________________
                                         Name:
                                         Title:












                                    A-1-3
<PAGE>



                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 1.11% Asset Backed Notes (the "Class A-1 Notes")
which, together with the Issuer's other Class A Notes, the Class B Notes, the
Class C Notes and Class D Notes (collectively, the "Notes"), are issued under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class A-1 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-1 Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a

                                      A-1-4
<PAGE>

Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         As provided in the Indenture, the Notes may be prepaid, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.


                                      A-1-5
<PAGE>

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and modification of the rights and obligations of the Issuer
and the rights of the Holders of the Notes thereunder at any time by the Issuer
with the consent of the Holders of the Notes representing a majority of the
Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.


                                      A-1-6
<PAGE>

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.





















                                    A-1-7
<PAGE>


                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

               FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

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

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

               (name and address of assignee)

          the within Note and all rights thereunder, and hereby irrevocably
     constitutes and appoints , attorney, to transfer said

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

         Note on the books kept for registration thereof, with full power of
substitution in the premises.

         Dated:                                                             */

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

                                                Signature Guaranteed

                                                                            */

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

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.










                                      A-1-8
<PAGE>


                                   EXHIBIT A-2

                             FORM OF CLASS A-2 NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

              THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

              REGISTERED                        $297,914,000

              No. A-2-1                        CUSIP NO. 36292R AK 7

              GS AUTO LOAN TRUST 2004-1

              CLASS A-2 1.50% ASSET BACKED NOTES

              GS Auto Loan Trust 2004-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of two hundred ninety-seven million nine
hundred fourteen thousand dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $297,914,000 (the original face amount of this Note) and the
denominator of which is $297,914,000 by (ii) the aggregate amount, if any,
payable to holders of Class A-2 Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class A-2 Notes pursuant to
Section 3.1 of the Indenture dated as of February 24, 2004 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Issuer and Wells Fargo Bank, National Association, as Indenture
Trustee (in such capacity the "Indenture Trustee"); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
September 2006 Payment Date (the "Class A-2 Final Scheduled Payment Date"). No
payments of principal of the Class A-2 Notes will be made until the Class A-1
Notes have been paid in full. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the

                                      A-2-1
<PAGE>

preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



















                                    A-2-2
<PAGE>




         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                            GS AUTO LOAN TRUST 2004-1
                                            By: WILMINGTON TRUST COMPANY, not
                                            in its individual capacity but
                                            solely as Owner Trustee of GS
                                            Auto Loan Trust 2004-1


                                            By:  _____________________________
                                            Name:
                                            Title:

         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-2 Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION,
                                            not in its individual capacity but
                                            solely as Indenture Trustee

                                            By:  _____________________________
                                            Name:
                                            Title:

















                                    A-2-3

<PAGE>




                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 1.50% Asset Backed Notes (the "Class A-2 Notes"),
which together with the Issuer's other Class A Notes, the Class B Notes, the
Class C Notes and Class D Notes (collectively, the "Notes"), are issued under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class A-2 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-2 Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class A-2 Notes shall be made pro rata to the Noteholders entitled thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture

                                      A-2-5
<PAGE>

Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-2 Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or State bankruptcy or


                                     A-2-5

<PAGE>


similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is


                                      A-2-6
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.

















                                      A-2-7
<PAGE>







                                   ASSIGNMENT

               Social Security or taxpayer I.D. or other identifying number of
          assignee:

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

               FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
          transfers unto:

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

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

         (name and address of assignee)

          the within Note and all rights thereunder, and hereby irrevocably
     constitutes and appoints , attorney, to transfer said

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

         Note on the books kept for registration thereof, with full power of
substitution in the premises.

         Dated:                                                             */

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

                                                Signature Guaranteed

                                                                            */

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

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.
















                                      A-2-8
<PAGE>

                                   EXHIBIT A-3

                             FORM OF CLASS A-3 NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $314,944,000

         No. A-3-1                       CUSIP NO. 36292R AL 5

         GS AUTO LOAN TRUST 2004-1

         CLASS A-3 2.13% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of three hundred fourteen million nine hundred forty-four
thousand dollars payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $314,944,000
(the original face amount of this Note) and the denominator of which is
$314,944,000 by (ii) the aggregate amount, if any, payable to holders of Class
A-3 Notes on such Payment Date from the Principal Distribution Account in
respect of principal on the Class A-3 Notes pursuant to Section 3.1 of the
Indenture dated as of February 24, 2004 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Issuer and Wells Fargo Bank, National Association, as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the November 2007
Payment Date (the "Class A-3 Final Scheduled Payment Date"). No payments of
principal of the Class A-3 Notes will be made until the Class A-1 Notes and the
Class A-2 have been paid in full. Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the


                                      A-3-1
<PAGE>

preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



















                                    A-3-2

<PAGE>




         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                                GS AUTO LOAN TRUST 2004-1

                                                By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                GS Auto Loan Trust 2004-1



                                                By:  __________________________
                                                Name:
                                                Title:



     INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-3 Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                                WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture Trustee


                                               By:  ___________________________
                                               Name:
                                               Title:




















                                      A-3-3
<PAGE>






                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 2.13% Asset Backed Notes (the "Class A-3 Notes")
which, together with the Issuer's other Class A Notes, the Class B Notes, the
Class C Notes and Class D Notes (collectively, the "Notes"), are issued under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class A-3 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-3 Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class A-3 Notes shall be made pro rata to the Noteholders entitled thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a

                                      A-3-4
<PAGE>

Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-3 Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid

                                      A-3-5
<PAGE>

consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is

                                      A-3-6
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.






















                                      A-3-7
<PAGE>



                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

         (name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said

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

         Note on the books kept for registration thereof, with full power of
substitution in the premises.

         Dated:                                                             */

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

                                                Signature Guaranteed

                                                                            */

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

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                      A-3-8
<PAGE>

                                   EXHIBIT A-4

                             FORM OF CLASS A-4 NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $224,081,000

         No. A-4-1                       CUSIP NO. 36292R AM 3

         GS AUTO LOAN TRUST 2004-1

         CLASS A-4 2.65% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of two hundred twenty-four million eighty one thousand dollars
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $224,081,000 (the original
face amount of this Note) and the denominator of which is $224,081,000 by (ii)
the aggregate amount, if any, payable to holders of Class A-4 Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class A-4 Notes pursuant to Section 3.1 of the Indenture dated as of
February 24, 2004 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and Wells Fargo
Bank, National Association, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the May 2011 Payment Date (the "Class
A-4 Final Scheduled Payment Date"). No payments of principal of the Class A-4
Notes will be made until the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes have been paid in full. Capitalized terms used but not defined herein
are defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made


                                      A-4-1
<PAGE>

available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]





















                                    A-4-2
<PAGE>




         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                                GS AUTO LOAN TRUST 2004-1

                                                By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                GS Auto Loan Trust 2004-1


                                                By:  __________________________
                                                Title:
                                                Name:

         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-4 Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                                WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture Trustee


                                                By:  __________________________
                                                Name:
                                                Title:

















                                      A-4-3
<PAGE>






                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 2.65% Asset Backed Notes (the "Class A-4 Notes")
which, together with the Issuer's other Class A Notes, the Class B Notes, the
Class C Notes and Class D Notes (collectively, the "Notes"), are issued under
the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class A-4 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-4 Final Scheduled Payment
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Noteholders of
Notes evidencing not less than a majority of the principal amount of the
Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2 of the Indenture. All principal payments on
the Class A-4 Notes shall be made pro rata to the Noteholders entitled thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a


                                      A-4-4
<PAGE>

Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         As provided in the Indenture, and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or

                                      A-4-5
<PAGE>

liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is


                                      A-4-6
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



















                                      A-4-7
<PAGE>





                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

         (name and address of assignee)

          the within Note and all rights thereunder, and hereby irrevocably
     constitutes and appoints , attorney, to transfer said

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

          Note on the books kept for registration thereof, with full power of
     substitution in the premises.

         Dated:                                                */

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

         Signature Guaranteed

         */                                 --------------------- -------------

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                      A-4-8
<PAGE>

                                    EXHIBIT B

                              FORM OF CLASS B NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF,
AND INTEREST ON, THE CLASS A NOTES.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $56,587,000

         No. B-1                           CUSIP NO. 36292R AN 1

         GS AUTO LOAN TRUST 2004-1

         CLASS B 2.15% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of fifty-six million five hundred eighty-seven thousand
dollars payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $56,587,000 (the
original face amount of this Note) and the denominator of which is $56,587,000
by (ii) the aggregate amount, if any, payable to holders of Class B Notes on
such Payment Date from the Principal Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture dated as
of February 24, 2004 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and Wells Fargo
Bank, National Association, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the May 2011 Payment
Date (the "Class B Final Scheduled Payment Date") and the Prepayment Date, if
any, pursuant to Section 10.1 of the Indenture. No payments of principal of the
Class B Notes will be made until the Class A Notes have been paid to the extent
required under the terms of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.


                                      B-1
<PAGE>

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


















                                     B-2
<PAGE>





         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                                GS AUTO LOAN TRUST 2004-1
                                                By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                GS Auto Loan Trust 2004-1


                                                By:  __________________________
                                                Title:
                                                Name:

         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class B Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                                WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture Trustee


                                                By:  __________________________
                                                Name:
                                                Title:

















                                      B-3



<PAGE>




                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B 2.15% Asset Backed Note (the "Class B Notes") which,
together with the Issuer's other Class B Notes, the Class A Notes, the Class C
Notes and Class D Notes (collectively, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class B Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class B Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class B Notes shall be made pro rata to the Noteholders entitled
thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a

                                      B-4
<PAGE>

Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class B Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be prepaid, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against


                                      B-5
<PAGE>

the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is


                                      B-6
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



















                                     B-7




<PAGE>

                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

         (name and address of assignee)

          the within Note and all rights thereunder, and hereby irrevocably
     constitutes and appoints , attorney, to transfer said

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

          Note on the books kept for registration thereof, with full power of
     substitution in the premises.

         Dated:                                                */

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

         Signature Guaranteed

         */                                 --------------------- -------------

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                    B-8
<PAGE>

                                    EXHIBIT C

                              FORM OF CLASS C NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF,
AND INTEREST ON, THE CLASS A NOTES AND THE CLASS B NOTES.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $26,704,000

         No. C-1                          CUSIP NO. 36292R AP 6

         GS AUTO LOAN TRUST 2004-1

         CLASS C 2.68% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of twenty-six million seven hundred four thousand dollars
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $26,704,000 (the original
face amount of this Note) and the denominator of which is $26,704,000 by (ii)
the aggregate amount, if any, payable to holders of Class C Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class C Notes pursuant to Section 3.1 of the Indenture dated as of February
24, 2004 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and Wells Fargo Bank, National
Association, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the May 2011 Payment Date (the "Class C Final
Scheduled Payment Date") and the Prepayment Date, if any, pursuant to Section
10.1 of the Indenture. No payments of principal of the Class C Notes will be
made until the Class A Notes and Class B Notes have been paid to the extent
required under the terms of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.


                                      C-1
<PAGE>

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



















                                     C-2
<PAGE>







         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                                GS AUTO LOAN TRUST 2004-1
                                                By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                GS Auto Loan Trust 2004-1


                                                By:  __________________________
                                                Title:
                                                Name:

         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class B Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                                WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture Trustee


                                                By:  __________________________
                                                Name:
                                                Title:

















                                      C-3



<PAGE>




                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C 2.68% Asset Backed Notes (the "Class C Notes") which,
together with the Issuer's other Class C Notes, the Class A Notes, the Class B
Notes and Class D Notes (collectively, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class C Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class C Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class C Notes shall be made pro rata to the Noteholders entitled
thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the

                                      C-4
<PAGE>

Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class C Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be prepaid, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will

                                      C-5
<PAGE>

not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         his Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is

                                      C-6
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


















                                     C-7

<PAGE>


                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

     (name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said

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

     Note on the books kept for registration thereof, with full power of
substitution in the premises.

         Dated:                                         */

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

         Signature Guaranteed

          */                            ---------------------- ----------------

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.



















                                     C-8



<PAGE>

                                    EXHIBIT D

                              FORM OF CLASS D NOTE

         [FOR BOOK-ENTRY NOTES] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.]

         PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF,
AND INTEREST ON, THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES.

         THIS CLASS D NOTE ("CLASS D NOTE") HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. ACCORDINGLY,
TRANSFER OF THIS CLASS D NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN
SECTION 2.5 OF THE INDENTURE. BY ITS ACCEPTANCE OF THIS CLASS D NOTE, THE HOLDER
OF THIS CLASS D NOTE IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE
TRUSTEE THAT IT IS EITHER A "QUALIFIED INSTITUTIONAL BUYER" (A "QIB"), AS SUCH
TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND IS
ACQUIRING THIS CLASS D NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) OR IT
IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND
IS ACQUIRING THIS CLASS D NOTE IN A TRANSACTION OUTSIDE THE UNITED STATES IN
RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

         NO SALE, PLEDGE OR OTHER TRANSFER OF A NOTE SHALL BE MADE UNLESS SUCH
SALE, PLEDGE OR OTHER TRANSFER IS (I)(A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QIB" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (C) TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION IN

                                      D-1
<PAGE>

COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, AND
(II) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE THE FOREGOING
REPRESENTATIONS. THE DEPOSITOR, THE INDENTURE TRUSTEE AND THE ISSUER MAY REQUIRE
AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN CONNECTION WITH ANY TRANSFER OF
THE NOTES PURSUANT TO CLAUSES (A) OR (D) ABOVE. EACH TRANSFEREE OF A BENEFICIAL
INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS.

         EACH TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO
REPRESENT AND WARRANT THAT THE TRANSFEREE IS NOT AND IS NOT ACTING ON BEHALF OF
OR INVESTING THE ASSETS OF (A) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR (B) A "PLAN"
(AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE. EACH
TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO MAKE ONE OF
THE FOREGOING REPRESENTATIONS.

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN
THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         [THIS NOTE IS A RULE 144A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE.] [FOR RULE 144A GLOBAL NOTES ONLY]

         [THIS NOTE IS A REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE.] [FOR REGULATION S GLOBAL NOTES ONLY]

         [THIS NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE.] [FOR TEMPORARY REGULATION S GLOBAL NOTES ONLY]

          THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         REGISTERED                        $29,248,000

         No. D-1                        CUSIP NO. 36292R AQ 4

         GS AUTO LOAN TRUST 2004-1

                                      D-2
<PAGE>


         CLASS D 5.00% ASSET BACKED NOTES

         GS Auto Loan Trust 2004-1, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of twenty-nine million two hundred forty-eight thousand
dollars payable, as indicated from time to time on the Schedule of Exchanges in
Global Note attached hereto, on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is up to
$29,248,000 (the original face amount of this Note), as indicated from time to
time on the Schedule of Exchanges in Global Note attached hereto, and the
denominator of which is $29,248,000 by (ii) the aggregate amount, if any,
payable to holders of Class D Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class D Notes pursuant to
Section 3.1 of the Indenture dated as of February 24, 2004 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Issuer and Wells Fargo, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the May 2011 Payment
Date (the "Class D Final Scheduled Payment Date") and the Prepayment Date, if
any, pursuant to Section 10.1 of the Indenture. No payments of principal of the
Class D Notes will be made until the Class A Notes, Class B Notes and Class C
Notes have been paid to the extent required under the terms of the Indenture.
Capitalized terms used but not defined herein are defined in Article I of the
Indenture, which also contains rules as to construction that shall be applicable
herein.

         The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.



                                     D-3
<PAGE>


         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]






















                                     D-4
<PAGE>





         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

         Date:                      , 2004
              ----------------------

                                                GS AUTO LOAN TRUST 2004-1

                                                By: WILMINGTON TRUST COMPANY,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                GS Auto Loan Trust 2004-1


                                                By:  __________________________
                                                Title:
                                                Name:

         INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class B Notes designated above and referred to in
the within-mentioned Indenture.

         Date:                      , 2004
              ----------------------

                                                WELLS FARGO BANK, NATIONAL
                                                ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture Trustee


                                                By:  __________________________
                                                Name:
                                                Title:

















                                      D-5




<PAGE>

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class D 5.00% Asset Backed Notes (the "Class D Notes") which,
together with the Issuer's Class A Notes, the Class B Notes and the Class C
Notes (collectively, the "Notes"), are issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

         Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes, Class C Notes and Class D Notes, are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.

         Principal of the Class D Notes will be payable on each Payment Date in
an amount described on the face hereof. "Payment Date" means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing March 15, 2004.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the Class D Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class D Notes shall be made pro rata to the Noteholders entitled
thereto.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a


                                    D-6
<PAGE>
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, will notify the Person who was the Registered Noteholder hereof as of
the Record Date preceding such Payment Date by notice mailed or transmitted by
facsimile prior to such Payment Date, and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class D Interest Rate to the extent lawful.

         As provided in the Indenture, the Notes may be prepaid, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or


                                      D-7
<PAGE>

liquidation proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, State and local income and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income and franchise
tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes thereunder at any time by the
Issuer with the consent of the Holders of the Notes representing a majority of
the Outstanding Amount of all Notes at the time Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Noteholder of this Note (or any one or more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Issuer, which is


                                      D-8
<PAGE>

absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Indenture Trustee, in its individual
capacity, Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



















                                     D-9
<PAGE>




                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

     (name and address of assignee)

     the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said

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

     Note on the books kept for registration thereof, with full power of
substitution in the premises.

         Dated:                                          */

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

         Signature Guaranteed

         */                               --------------------- ---------------

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


















                                     D-10
<PAGE>




                      SCHEDULE OF EXCHANGES IN GLOBAL NOTE

         The initial principal amount of this Global Note as of the Closing Date
is U.S.$29,248,000.

         The following exchanges of a part of this Global Note have been made:

                                                   Principal amount of this
<TABLE>
<CAPTION>
<S>                                <C>                           <C>                        <C>

     Amount of decrease in          Amount of increase in        Global Note Following      Signature of Officer of
Authorized Principal Amount of     Principal Amount of this        Such Decrease (or           Indenture Trustee
    This Dated of Exchange               Global Note                   Increase)


</TABLE>



                                      D-11
<PAGE>


                                    EXHIBIT E

                            FORM OF INVESTMENT LETTER


Goldman Sachs Asset Backed Securities Corp.
85 Broad Street
New York, New York 10004

Wells Fargo Bank, National Association
MAC N9311-161
Sixth and Marquette Avenue
Minneapolis, Minnesota  55479

Ladies and Gentlemen:

         In connection with our proposed purchase of $______________ aggregate
principal amount of Class D Notes (the "Securities") of GS Auto Loan Trust
2004-1 (the "Issuer"), we confirm that:

         1. We understand that the Securities have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be sold
except as permitted in the following sentence. We, understand and agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, (x) that such, Securities are being offered only in a transaction not
involving any public offering within the meaning of the Securities Act and (y)
that such Securities may be resold, pledged or transferred only (i) to Goldman,
Sachs & Co. (the "Seller") or (ii) to a person or entity that the transferor of
the Securities reasonably believes, after due inquiry is a "qualified
institutional buyer" (a "QIB"), as such term is defined in Rule 144A under the
Securities Act ("Rule 144A"), acting for its own account (and not for the
account of others) or as a fiduciary or agent for others (which others also are
QIBs) and in reliance on, and to whom notice is given that the sale, pledge or
transfer is being made in reliance on, Rule 144A. We will notify any purchaser
of the Securities from us of the above resale restrictions if then applicable.
We further understand that in connection with any transfer of the Securities by
us that the Seller and the Indenture Trustee may request, and if so requested we
will furnish, such certificates and other information as they may reasonably
require to confirm that any such transfer complies with the foregoing
restrictions. We understand that no sale, pledge or other transfer may be made
to any one person or entity of Securities with a face amount of less than $1,000
and, in the case of any person or entity acting on behalf of one or more third
parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act)
acting in its fiduciary capacity), of Securities with a face amount of less than
$1,000 for each such third party.

         2. We are a QIB and are acquiring the Securities for our own account
(and not for the account of others) or as a fiduciary or agent for others (which
others also are QIBs). We are familiar with Rule 144A and are aware that the
seller of the Securities and other parties intend to rely on the statements made
herein and the exemption from the registration requirements of the Securities
Act provided by Rule 144A. In this regard, we have received (a) a copy of the

                                      E-1
<PAGE>

Prospectus, dated February 6, 2004, the Prospectus Supplement, dated February 9,
2004 and the Private Placement Memorandum, dated February 11, 2004, relating to
the Securities and (b) such other written information, if any, as we have
requested concerning the Indenture, the Securities, the Issuer and the trustees.
We have reviewed and understand the material to which reference is made in this
paragraph 2, and understand that risks are involved in an investment in the
Securities. We represent that in making our investment decision to acquire the
Securities, we have not relied on representations, warranties, opinions,
projections, financial or other information or analyses, if any, supplied to us
by any person, including the Issuer, the Seller, the trustees or any of their
respective affiliates except as expressly contained in the Prospectus, the
Prospectus Supplement and the Private Placement Memorandum and in the other
written information, if any, provided pursuant to our request.

         3. We (a) are not (i) an "employee benefit plan" (as defined in section
3(3) of The Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title I of ERISA or (ii) a
"plan" (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986,
as amended (the "Code")) that is subject to Section 4975 of the Code (each a
"Benefit Plan") and (b) are not investing on behalf of or with plan assets of a
Benefit Plan.

         4. We understand that the Seller, the Issuer, the Indenture Trustee and
others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements, and we agree that if any of the acknowledgments,
representations and agreements deemed to have been made by us by our purchase of
the Securities, for our own account or for one or more accounts as to each of
which we exercise sole investment discretion, are no longer accurate, we shall
promptly notify the Seller, the Issuer and the Indenture Trustee.

         5. You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

Very truly yours,


[NAME OF PURCHASER]

By:  ______________________
Name:
Title:
Date:












                                     E-2
<PAGE>

                                    EXHIBIT F

                            Perfection Representation

         1. General. The Indenture creates a valid and continuing security
interest (as defined in the UCC) in all of the Issuer's right, title and
interest in and to the Receivables in favor of the Trustee which, (a) is
enforceable upon execution of the Indenture against creditors of and purchasers
from the Issuer as such enforceability may be limited by applicable debtor
relief laws, now or hereafter in effect, and by general principles of equity
(whether considered in a suit at law or in equity), and (b) upon filing of the
financing statements described in clause 4 below will be prior to all other
Liens (other than Liens permitted pursuant to clause 3 below).

         2. Characterization. The Receivables constitute "tangible chattel
paper" within the meaning of UCC Section 9-102. The Issuer has taken all steps
necessary to perfect its security interest against the Obligor in the Financed
Vehicles securing the Receivables.

         3. Creation. Immediately prior to the conveyance of the Receivables
pursuant to the Indenture, the Issuer owns and has good and marketable title to,
or has a valid security interest in, the Receivables free and clear of any Lien,
claim or encumbrance of any Person.

         4. Perfection. The Issuer has caused or will have caused, within ten
(10) days of the Closing Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest granted to the
Indenture Trustee under the Indenture in the Receivables.

         5. Priority. Other than the security interests granted to the Indenture
Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Receivables,
the Issuer has not authorized the filing of and is not aware of any financing
statements against the Issuer that includes a description of collateral covering
the Receivables other than any financing statement (i) relating to the security
interests granted to the Indenture Trustee under the Indenture (ii) that has
been terminated, or (iii) that has been granted pursuant to the terms of the
Basic Documents. None of the tangible chattel paper that constitutes or
evidences the Receivables has any marks or notations indicating that they are
pledged, assigned or otherwise conveyed to any Person other than Indenture
Trustee or the Seller.



















                                     F-1



<PAGE>

ARTICLE I      DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE..............2

     Section 1.1    Definitions and Usage.....................................2

     Section 1.2    Incorporation by Reference of Trust Indenture Act.........2

ARTICLE II     THE NOTES......................................................2

     Section 2.1    Form......................................................2

     Section 2.2    Execution, Authentication and Delivery....................3

     Section 2.3    Temporary Notes...........................................4

     Section 2.4    Tax Treatment.............................................4

     Section 2.5    Registration; Registration of Transfer and Exchange.......4

     Section 2.6    Destroyed, Lost or Stolen Notes...........................6

     Section 2.7    Persons Deemed Owners.....................................7

     Section 2.8    Payment of Principal and Interest; Defaulted Interest.....7

     Section 2.9    Cancellation..............................................8

     Section 2.10   Release of Collateral.....................................8

     Section 2.11   Book-Entry Notes..........................................9

     Section 2.12   Notices to Clearing Agency................................9

     Section 2.13   Definitive Notes.........................................10

     Section 2.14   Authenticating Agents....................................10

ARTICLE III     COVENANTS....................................................11

     Section 3.1    Payment of Principal and Interest........................11

     Section 3.2    Maintenance of Office or Agency..........................11

     Section 3.3    Money for Payments To Be Held in Trust...................11

     Section 3.4    Existence................................................13

     Section 3.5    Protection of Indenture Trust Estate.....................13

     Section 3.6    Opinions as to Indenture Trust Estate....................14

     Section 3.7    Performance of Obligations; Servicing of Receivables.....14

     Section 3.8    Negative Covenants.......................................15

     Section 3.9    Annual Statement as to Compliance........................15

     Section 3.10   Issuer May Consolidate, etc., Only on Certain Terms......16

     Section 3.11   Successor or Transferee..................................17

     Section 3.12   No Other Business........................................17

     Section 3.13   No Borrowing.............................................18


                                      -i-

<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

                                                                           Page
     Section 3.14   Servicer's Obligations...................................18

     Section 3.15   Guarantees, Loans, Advances and Other Liabilities........18

     Section 3.16   Capital Expenditures.....................................18

     Section 3.17   [Reserved]...............................................18

     Section 3.18   Restricted Payments......................................18

     Section 3.19   Notice of Events of Default..............................18

ARTICLE IV      SATISFACTION AND DISCHARGE...................................18

     Section 4.1    Satisfaction and Discharge of Indenture..................18

     Section 4.2    Application of Trust Money...............................19

     Section 4.3    Repayment of Monies Held by Note Paying Agent............19

ARTICLE V       REMEDIES.....................................................20

     Section 5.1    Events of Default........................................20

     Section 5.2    Acceleration of Maturity; Rescission and Annulment.......21

     Section 5.3    Collection of Indebtedness and Suits for Enforcement by
                    Indenture Trustee........................................22

     Section 5.4    Remedies; Priorities.....................................24
     Section 5.5    Optional Preservation of the Receivables.................26

     Section 5.6    Limitation of Suits......................................27

     Section 5.7    Unconditional Rights of Noteholders To Receive
                    Principal and Interest...................................27

     Section 5.8    Restoration of Rights and Remedies.......................28

     Section 5.9    Rights and Remedies Cumulative...........................28

     Section 5.10   Delay or Omission Not a Waiver...........................28

     Section 5.11   Control by Controlling Class.............................28

     Section 5.12   Waiver of Past Defaults..................................29

     Section 5.13   Undertaking for Costs....................................29

     Section 5.14   Waiver of Stay or Extension Laws.........................29

     Section 5.15   Action on Notes..........................................30

     Section 5.16   Performance and Enforcement of Certain Obligations.......30

ARTICLE VI      THE INDENTURE TRUSTEE........................................30

     Section 6.1    Duties of Indenture Trustee..............................30

     Section 6.2    Rights of Indenture Trustee..............................31

                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                           Page

     Section 6.3    Individual Rights of Indenture Trustee...................32

     Section 6.4    Indenture Trustee's Disclaimer...........................32

     Section 6.5    Notice of Defaults.......................................32

     Section 6.6    Reports by Indenture Trustee to Noteholders..............33

     Section 6.7    Compensation and Indemnity...............................33

     Section 6.8    Replacement of Indenture Trustee.........................33

     Section 6.9    Successor Indenture Trustee by Merger....................34

     Section 6.10   Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee........................................35

     Section 6.11   Eligibility; Disqualification............................36

     Section 6.12   Preferential Collection of Claims Against Issuer.........37

     Section 6.13   Waiver of Setoffs........................................37

     Section 6.14   Representations and Warranties...........................37

ARTICLE VII     NOTEHOLDERS' LISTS AND REPORTS...............................37

     Section 7.1    Note Registrar To Furnish Indenture Trustee and Owner
                    Trustee Names and Addresses of Noteholders...............37

     Section 7.2    Preservation of Information; Communications
                    to Noteholders...........................................37

     Section 7.3    Reports by Issuer........................................38

     Section 7.4    Reports by Indenture Trustee.............................38

ARTICLE VIII    ACCOUNTS, DISBURSEMENTS AND RELEASES.........................39

     Section 8.1    Collection of Money......................................39

     Section 8.2    Trust Accounts...........................................39

     Section 8.3    General Provisions Regarding Accounts....................42

     Section 8.4    Release of Indenture Trust Estate........................43

     Section 8.5    Opinion of Counsel.......................................44

ARTICLE IX      SUPPLEMENTAL INDENTURES......................................44

     Section 9.1    Supplemental Indentures Without Consent of
                    Noteholders..............................................44

     Section 9.2    Supplemental Indentures with Consent of Noteholders......46

     Section 9.3    Execution of Supplemental Indentures.....................47

     Section 9.4    Effect of Supplemental Indenture.........................47

     Section 9.5    Conformity with Trust Indenture Act......................47

     Section 9.6    Reference in Notes to Supplemental Indentures............47

                                     -iii-
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)


                                                                           Page

ARTICLE X       PREPAYMENT...................................................48

     Section 10.1   Optional Prepayment......................................48

     Section 10.2   Form of Prepayment Notice................................48

     Section 10.3   Notes Payable on Prepayment Date.........................49

ARTICLE XI      MISCELLANEOUS................................................49

     Section 11.1   Compliance Certificates and Opinions, etc................49

     Section 11.2   Form of Documents Delivered to Indenture Trustee.........50

     Section 11.3   Acts of Noteholders......................................51

     Section 11.4   Notices, etc., to Indenture Trustee, Issuer and
                    Rating Agencies..........................................52

     Section 11.5   Notices to Noteholders; Waiver...........................52

     Section 11.6   Alternate Payment and Notice Provisions..................53

     Section 11.7   Conflict with Trust Indenture Act........................53

     Section 11.8   Effect of Headings and Table of Contents.................53

     Section 11.9   Successors and Assigns...................................53

     Section 11.10  Separability.............................................53

     Section 11.11  Benefits of Indenture....................................54

     Section 11.12  Legal Holidays...........................................54

     Section 11.13  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                    WAIVER OF JURY TRIAL.....................................54

     Section 11.14  Counterparts.............................................55

     Section 11.15  Recording of Indenture...................................55

     Section 11.16  Trust Obligation.........................................55

     Section 11.17  No Petition..............................................55

     Section 11.18  Subordination Agreement..................................55

     Section 11.19  No Recourse..............................................55

     Section 11.20  Limitation of Liability of Owner Trustee.................56


                                      -iv-