Exhibit 4.1






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                     AMENDED AND RESTATED TRUST AGREEMENT


                                    between


                 GOLDMAN SACHS ASSET BACKED SECURITIES CORP.,
                                 as Depositor


                                      and


                           WILMINGTON TRUST COMPANY,
                               as Owner Trustee


                         Dated as of February 24, 2004













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                               TABLE OF CONTENTS
                               -----------------


ARTICLE I      DEFINITIONS....................................................2

     Section 1.01   Capitalized Terms.........................................2

     Section 1.02   Other Definitional Provisions.............................2

ARTICLE II     ORGANIZATION...................................................3

     Section 2.01   Name......................................................3

     Section 2.02   Office....................................................3

     Section 2.03   Purposes and Powers.......................................3

     Section 2.04   Appointment of Owner Trustee..............................4

     Section 2.05   Initial Capital Contribution of Trust Property............4

     Section 2.06   Declaration of Trust......................................4

     Section 2.07   Characterization of the Issuer for Tax Purposes...........4

     Section 2.08   Liability of Certificateholders...........................5

     Section 2.09   Title to Trust Property...................................5

     Section 2.10   Situs of Trust............................................5

     Section 2.11   Representations, Warranties and Covenants of the
                    Depositor.................................................6

     Section 2.12   Federal Income Tax Allocations............................7

ARTICLE III    TRUST CERTIFICATES AND TRANSFER OF INTERESTS...................7

     Section 3.01   Initial Ownership.........................................7

     Section 3.02   The Certificates..........................................7

     Section 3.03   Execution, Authentication and Delivery of
                    Certificates..............................................8

     Section 3.04   Registration of Transfer and Exchange of
                    Certificates..............................................8

     Section 3.05   Mutilated, Destroyed, Lost or Stolen Certificates........10

     Section 3.06   Persons Deemed Owners....................................10

     Section 3.07   Access to List of Certificateholders' Names
                    and Addresses............................................11

     Section 3.08   Maintenance of Office or Agency..........................11

     Section 3.09   Appointment of Paying Agent..............................11

     Section 3.10   Definitive Certificates..................................12

ARTICLE IV     ACTIONS BY OWNER TRUSTEE......................................12

     Section 4.01   Prior Notice with Respect to Certain Matters.............12

     Section 4.02   Action by Certificateholders with Respect to
                    Certain Matters..........................................13

     Section 4.03   Restrictions on Certificateholders' Power................14

     Section 4.04   Majority Control.........................................14


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                               TABLE OF CONTENTS
                               -----------------
                                 (continued)

ARTICLE V      APPLICATION OF TRUST FUNDS; CERTAIN DUTIES....................14

     Section 5.01   Establishment of Trust Account...........................14

     Section 5.02   Application of Trust Funds...............................15

     Section 5.03   Method of Payment........................................15

     Section 5.04   No Segregation of Moneys; No Interest....................16

     Section 5.05   Accounting and Reports to Certificateholders,
                    the Internal Revenue Service and Others..................16

     Section 5.06   Signature on Returns; Tax Matters Partner................16

ARTICLE VI     AUTHORITY AND DUTIES OF OWNER TRUSTEE.........................16

     Section 6.01   General Authority........................................16

     Section 6.02   General Duties...........................................17

     Section 6.03   Action upon Instruction..................................17

     Section 6.04   No Duties Except as Specified in this Agreement
                    or in Instructions.......................................18

     Section 6.05   No Action Except Under Specified Documents or
                    Instructions.............................................18

     Section 6.06   Restrictions.............................................18

     Section 6.07   Administrative Duties....................................19

ARTICLE VII    CONCERNING THE OWNER TRUSTEE..................................22

     Section 7.01   Acceptance of Trusts and Duties..........................22

     Section 7.02   Furnishing of Documents..................................24

     Section 7.03   Representations and Warranties...........................24

     Section 7.04   Reliance; Advice of Counsel..............................24

     Section 7.05   Not Acting in Individual Capacity........................25

     Section 7.06   Owner Trustee Not Liable for Certificates
                    or for Receivables.......................................25

     Section 7.07   Owner Trustee May Own Certificates and Notes.............26

     Section 7.08   Doing Business in Other Jurisdictions....................26

     Section 7.09   Paying Agent, Certificate Registrar and
                    Authenticating Agent.....................................26

ARTICLE VIII   COMPENSATION OF OWNER TRUSTEE.................................26

     Section 8.01   Owner Trustee's Fees and Expenses........................26

     Section 8.02   Indemnification..........................................27

     Section 8.03   Payments to the Owner Trustee............................27

ARTICLE IX     TERMINATION OF TRUST AGREEMENT................................27

     Section 9.01   Termination of Trust Agreement...........................27



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ARTICLE X      SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
               TRUSTEES......................................................28

     Section 10.01  Eligibility Requirements for Owner Trustee...............28

     Section 10.02  Resignation or Removal of Owner Trustee..................29

     Section 10.03  Successor Owner Trustee..................................29

     Section 10.04  Merger or Consolidation of Owner Trustee.................30

     Section 10.05  Appointment of Co-Trustee or Separate Trustee............30

ARTICLE XI     MISCELLANEOUS.................................................31

     Section 11.01  Supplements and Amendments...............................31

     Section 11.02  No Legal Title to Trust Property in Certificateholders...33

     Section 11.03  Limitations on Rights of Others..........................33

     Section 11.04  Notices..................................................33

     Section 11.05  Severability.............................................34

     Section 11.06  Separate Counterparts....................................34

     Section 11.07  Successors and Assigns...................................34

     Section 11.08  Covenants of the Depositor...............................34

     Section 11.09  No Petition..............................................34

     Section 11.10  No Recourse..............................................35

     Section 11.11  Headings.................................................35

     Section 11.12  GOVERNING LAW; WAIVER OF JURY TRIAL......................35

     Section 11.13  Certificate Transfer Restrictions........................36

     Section 11.14  Sarbanes-Oxley...........................................36

     Section 11.15  Acceptance of Terms of Agreement.........................37

     Section 11.16  Subordination Agreement..................................37

     Section 11.17  Rule 144A Information....................................37

     Section 11.18  Limitation of Rights.....................................37


                                   EXHIBITS

Exhibit A  Form of Certificate..............................................A-1
Exhibit B  Form of Transfer Certificate.....................................B-1
Exhibit C  Form of Investment Letter........................................C-1
Exhibit D-1 Financing Statement against the Seller........................D-1-1
Exhibit D-2 Financing Statement against the Depositor.....................D-2-1
Exhibit D-3 Financing Statement against the Issuer........................D-3-1




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         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 24,
2004, is between GOLDMAN SACHS ASSET BACKED SECURITIES CORP., a Delaware
corporation, as depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as owner trustee (the "Owner Trustee").

         WHEREAS, the Owner Trustee and the Depositor entered into a Trust
Agreement dated as of December 9, 2003 (the "Original Trust Agreement"); and

         WHEREAS, the Original Trust Agreement is being amended and restated
as of February 24, 2004;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the receipt and sufficiency of which are hereby
acknowledged, the Depositor and the Owner Trustee hereby agree that the
Original Trust Agreement shall be amended and restated as follows:

                                   ARTICLE I

                                  DEFINITIONS

                  Section 1.01 Capitalized Terms. For all purposes of this
Agreement, capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them 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 Depositor, Goldman Sachs Mortgage Company, as
Servicer and Wells Fargo Bank, National Association, as Indenture Trustee.

                  Section 1.02      Other Definitional Provisions.

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

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

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


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

                  (e) Any agreement, instrument or statute defined or referred
to herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

                                  ARTICLE II

                                 ORGANIZATION

                  Section 2.01 Name. The Issuer heretofore created and
continued hereby is known as "GS Auto Loan Trust 2004-1," in which name the
Owner Trustee may conduct the business of the Issuer, make and execute
contracts and other instruments on behalf of the Issuer and sue and be sued on
behalf of the Issuer.

                  Section 2.02 Office. The office of the Issuer shall be in
care of the Owner Trustee at the Corporate Trust Office or at such other
address in Delaware as the Owner Trustee may designate by written notice to
the Certificateholders and the Depositor.

                  Section 2.03 Purposes and Powers. The purpose of the Issuer
is to engage in the following activities and the Owner Trustee acting on
behalf of the Issuer shall have the power and authority:

                  (a) to acquire, hold and manage the Trust Property;

                  (b) to issue the Notes pursuant to the Indenture and the
Certificates pursuant to this Agreement and to sell the Notes and the
Certificates, in each case in accordance with the Basic Documents;

                  (c) in exchange for the Notes and the Certificates or the
proceeds thereof, to purchase the Receivables, to pay the organizational,
start-up and transactional expenses of the Issuer and to pay the balance of
such proceeds to the Depositor pursuant to the Sale and Servicing Agreement;

                  (d) to assign, grant, transfer, pledge, mortgage and convey
the Trust Property pursuant to the Indenture and to hold, manage and
distribute to the Certificateholders pursuant to the terms of the Sale and
Servicing Agreement any portion of the Trust Property released from the Lien
of, and remitted to the Issuer pursuant to, the Indenture;

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

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



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

         The Owner Trustee acting on behalf of the Issuer is hereby authorized
to engage in the foregoing activities. The Issuer shall not engage in any
activity other than in connection with the foregoing or other than as required
or authorized by the terms of this Agreement or the Basic Documents.

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

                  Section 2.05 Initial Capital Contribution of Trust Property.
The Depositor hereby sells, assigns, transfers, conveys and sets over to the
Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Trust Property
and shall be deposited in the Certificate Distribution Account. The Depositor
shall pay organizational expenses of the Issuer as they may arise or shall,
upon the request of the Owner Trustee, promptly reimburse the Owner Trustee
for any such expenses paid by the Owner Trustee.

                  Section 2.06 Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Issuer under the Basic Documents. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and in the Statutory Trust Statute with respect to
accomplishing the purposes of the Issuer.

                  Section 2.07  Characterization of the Issuer for Tax Purposes.

                  (a) It is the intention of the parties hereto that the
Issuer constitute a statutory trust under the Statutory Trust Statute and that
this Agreement constitute the governing instrument of such statutory trust. It
is the intention of the parties hereto that, solely for federal, state and
local income and franchise tax purposes: (1) if there is one beneficial owner
of the Certificates, the Issuer shall be treated as a disregarded entity, and
(2) if there is more than one beneficial owner of the Certificates, the Issuer
shall be treated as a partnership for income and franchise tax purposes, with
the assets of the partnership being the Receivables and other assets held by
the Issuer, the partners of the partnership being the Certificateholders, and
the Notes being debt of the partnership. The parties agree that, unless
otherwise required by appropriate tax authorities, the Issuer and to the
extent applicable, the Certificateholders, will file or cause to be filed
annual or other necessary returns, reports and other forms consistent with the
foregoing characterization of the Issuer provided in the preceding sentence
for such tax purposes and will not take any position contrary to this
characterization in any federal or state tax filings. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Statutory Trust Statute with respect to accomplishing the
purposes of the Trust. The Owner Trustee has filed the Certificate of Trust
with the Secretary of State of the State of Delaware.



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                  (b) The Owner Trustee shall not file or join in, and each
Certificateholder by acceptance of its Certificates agrees that it shall not
file or join in, an election to treat the Issuer as an association pursuant to
Section 301.7701-3 of the Treasury Regulations (and thus, a corporation under
Section 301.7701-2(b)(2) of the Treasury Regulations).

                  (c) Neither the Issuer nor any affiliate of the Issuer shall
cause or permit Certificates to be included on (nor shall such persons
recognize any purchases or sales thereof through) (a) any national, non-U.S.,
regional, local or other securities exchange, or (b) any over-the-counter
market (including an interdealer quotation system that regularly disseminates
firm buy or sell quotations by identified brokers or dealers by electronic
means or otherwise).

                  (d) The Issuer shall not participate in any manner in the
establishment or inclusion of any interest in the Issuer (including through
the repurchase or redemption of any interest in the Issuer) on an established
securities market or a secondary market or the substantial equivalent thereof
(within the meaning of the Treasury Regulations under Section 7704 of the
Code), and shall not recognize any transfers of any interest in the Issuer
made on such a market by redeeming the interest in the Issuer of a transferor,
admitting the transferee as a Certificateholder, or otherwise recognizing any
rights of the transferee.

                  (e) For purposes of Section 2.07(d), the term "interest in
the Issuer" shall have the meaning given to the term "interest in a
partnership" in the Treasury Regulations under Section 7704 of the Code and
shall include, without limitation, any financial instrument or contract, the
value of which is determined in whole or in part by reference to the Issuer.

                  Section 2.08 Liability of Certificateholders. The
Certificateholders (including the Depositor or any Affiliate thereof) shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the general corporation law
of the State of Delaware.

                  Section 2.09 Title to Trust Property. Subject to the
Indenture, legal title to all the Trust Property shall be vested at all times
in the Issuer as a separate legal entity.

                  Section 2.10 Situs of Trust. The Issuer will be located in
the State of Delaware and administered in the State of Delaware or the State
of New York. All bank accounts maintained by the Owner Trustee on behalf of
the Issuer shall be located in the State of Delaware or the State of New York.
The Issuer shall not have any employees; provided, however, that nothing
herein shall restrict or prohibit the Depositor or the Owner Trustee from
having employees within or without the State of Delaware. Payments will be
received by the Issuer only in Delaware or New York, and payments will be made
by the Issuer only from Delaware or New York. The only office of the Issuer
will be at the Corporate Trust Office in the State of Delaware.

                  Section 2.11 Representations, Warranties and Covenants of
the Depositor. The Depositor hereby represents and warrants to the Owner
Trustee that:



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                  (a) The Depositor is duly organized and validly existing as
a corporation in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.

                  (b) The Depositor is duly qualified to do business as a
foreign corporation in good standing and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of its
property or the conduct of its business shall require such qualifications.

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

                  (d) The Depositor has duly executed and delivered this
Agreement, and this Agreement constitutes a legal, valid and binding
obligation of the Depositor, enforceable against the Depositor, in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization and other similar laws affecting the enforcement of
creditors' rights in general and by general equitable principles, regardless
of whether such enforceability is considered in a proceeding at law or in
equity.

                  (e) The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not (i) conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or the by-laws of the Depositor, or any
indenture, agreement or other instrument to which the Depositor is a party or
by which it is bound; (ii) result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic Documents); or
(iii) violate any law or, to the best of the Depositor's knowledge, any order,
rule or regulation applicable to the Depositor of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties.

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

                  Section 2.12 Federal Income Tax Allocations. If there is
more than one beneficial owner of the Certificates, net income of the Issuer
for any month as determined for federal income tax purposes (and each item of
income, gain, loss and deduction entering into the computation thereof) shall
be allocated among the Certificateholders as of the first day following the
Record Date, in proportion to their percentage ownership interest of
Certificates on the Record Date.



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         If there is more than one beneficial owner of the Certificates, net
losses of the Issuer, if any, for any month as determined for federal income
tax purposes (and each item of income, gain, loss and deduction entering into
the computation thereof) shall be allocated among the Certificateholders as of
the first day following the Record Date, in proportion to their percentage
ownership interest of Certificates on the Record Date. If there is more than
one beneficial owner of the Certificates, the Issuer is authorized to modify
the allocations in this paragraph if necessary or appropriate, in its sole
discretion, for the allocations to fairly reflect the economic income, gain or
loss to the Certificateholders, or as otherwise required by the Code.

                                  ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

                  Section 3.01 Initial Ownership. Upon the formation of the
Issuer by the execution of the Original Trust Agreement and until the issuance
of the Certificates, the Depositor shall be the sole beneficial owner of the
Issuer.

                  Section 3.02      The Certificates.

                  (a) The Certificates shall be issued in minimum
denominations of a one percent (1%) Percentage Interest in the Issuer. The
Certificates shall be executed on behalf of the Issuer by manual or facsimile
signature of an authorized officer of the Owner Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Issuer, shall be validly issued and entitled to the benefit of this Agreement
and shall be valid and binding obligations of the Issuer, notwithstanding that
such individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Certificates or did not hold such
offices at the date of authentication and delivery of such Certificates.

                  (b) The Certificates can only be purchased, acquired, or
held by an individual or entity who is a "U.S. person" as determined for U.S.
federal income tax purposes or who holds the Certificates in connection with
the conduct of a trade or business within the United States and who delivers
to the Owner Trustee, the Certificate Registrar and the Depositor a properly
executed Form W-8ECI in connection with their acquisition of the Certificates
and at such other times as reasonably requested by the Owner Trustee, the
Certificate Registrar and the Depositor or as required by law.

                  (c) A transferee of a Certificate, if any, shall become a
Certificateholder, shall become bound by this Agreement and shall be entitled
to the rights and subject to the obligations of a Certificateholder hereunder
upon such transferee's acceptance of a Certificate duly registered in such
transferee's name pursuant to Section 3.04.

                  Section 3.03 Execution, Authentication and Delivery of
Certificates. On the Closing Date, the Owner Trustee shall cause the
Certificates in an aggregate Percentage Interest equal to 100% to be executed
on behalf of the Issuer and authenticated by the Owner Trustee on behalf of
the Issuer and delivered to or upon the written order of the Depositor,


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without further action by the Depositor, in authorized denominations. No
Certificate shall entitle its Holder to any benefit under this Agreement or be
valid for any purpose unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibit
A, executed by the Owner Trustee or Wells Fargo Bank, National Association
("Wells Fargo"), as the Owner Trustee's authenticating agent, by manual
signature; such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

         When a Certificate is duly executed and issued by the Owner Trustee
and duly authenticated in accordance with this Agreement, the Certificate will
be fully paid, validly issued, nonassessable and entitled to the benefits of
this Agreement.

                  Section 3.04 Registration of Transfer and Exchange of
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Owner Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Wells Fargo shall
be the initial Certificate Registrar.

         The Certificates have not been and will not be registered under the
Securities Act and will not be listed on any exchange. No transfer of a
Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under
said Act and such state securities laws. In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act and state
securities laws, in order to assure compliance with the Securities Act and
such laws, the Holder desiring to effect such transfer and such Holder's
prospective transferee shall each certify to the Owner Trustee or the
Certificate Registrar and the Depositor in writing the facts surrounding the
transfer in substantially the forms set forth in Exhibit B and Exhibit C (the
"Investment Letter"). Except in the case of a transfer as to which the
proposed transferee has provided an Investment Letter with respect to a Rule
144A transaction, there shall also be delivered to the Owner Trustee or the
Certificate Registrar and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act and
state securities laws, which Opinion of Counsel shall not be an expense of the
Issuer, the Owner Trustee, the Certificate Registrar or the Indenture Trustee
(unless it is the transferee from whom such opinion is to be obtained) or of
the Depositor or the Seller; provided, that such Opinion of Counsel in respect
of the applicable state securities laws may be a memorandum of law rather than
an opinion if such counsel is not licensed in the applicable jurisdiction.
Upon request, the Owner Trustee shall provide to any Holder of a Certificate
and any prospective transferee designated by any such Holder information
regarding the Certificates and the Receivables and such other information
which is in the possession of the Owner Trustee or which can be obtained by
the Owner Trustee without undue burden or expense in order to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A. Each Holder of a Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Issuer, the Owner Trustee, the Indenture Trustee, the Certificate
Registrar and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with federal and state
securities laws.



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<PAGE>

         All transfers of Certificates shall be subject to the transfer
restrictions described in Section 11.13 of this Agreement. Furthermore, no
transfer of a Certificate shall be made to any Person unless the Owner Trustee
or the Certificate Registrar and the Depositor have received a certificate in
the form of paragraphs 3 and 4 to the Investment Letter attached hereto as
Exhibit C from such Person to the effect that such Person is not a Benefit
Plan and that such person is not a partnership, grantor trust, or S
Corporation (as defined in the Code) in which, after giving effect to the
proposed transfer, 50% or more of the value of each beneficial ownership
interest of such entity is attributable to the Certificates and/or the Notes
and that such Certificates have not been transferred through an "established
securities market" within the meaning of Section 7704(b) of the Code.

         Upon surrender for registration of transfer of any Certificate at the
office or agency maintained pursuant to Section 3.08, the Owner Trustee shall
execute, authenticate and deliver (or shall cause Wells Fargo as its
authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Certificates may be exchanged for other Certificates
of authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.08.

         Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

         No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Certificates for a period of fifteen (15) days
preceding the due date for any payment with respect to the Certificates.

         Notwithstanding anything contained herein to the contrary, neither
the Certificate Registrar nor the Owner Trustee shall be responsible for
ascertaining whether any transfer complies with the registration provisions or
exemptions from the Securities Act, the Securities Act of 1934, as amended,
applicable state securities law or the Investment Company Act of 1940, as
amended; provided, however, that if a certificate or opinion is specifically
required to be delivered to the Owner Trustee or the Certificate Registrar by
a purchaser or transferee of a Certificate, the Owner Trustee shall be under a
duty to examine the same to determine whether it conforms to the requirements
of this Trust Agreement and shall promptly notify the party delivering the
same if such certificate or opinion does not so conform.



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<PAGE>

                  Section 3.05 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate shall be surrendered to the
Certificate Registrar, or if the Certificate Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there shall be delivered to the Certificate Registrar and the Owner
Trustee such security or indemnity as may be required by them to save each of
them harmless, then in the absence of written notice that such Certificate has
been acquired by a protected purchaser, the Owner Trustee, on behalf of the
Issuer, shall execute and the Owner Trustee or Wells Fargo, as the Owner
Trustee's authenticating agent, shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like tenor and denomination. In connection with the
issuance of any new Certificate under this Section, the Owner Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of ownership in the Issuer, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                  Section 3.06 Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Paying Agent may treat the Person in whose
name any Certificate is registered in the Certificate Register as the owner of
such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar or any Paying Agent shall be bound by any
notice to the contrary. Notwithstanding the foregoing, in determining whether
the Holders of the requisite Percentage Interests of the Certificates have
given any request, demand, authorization, direction, notice, consent or waiver
under any Basic Document, Certificates owned by the Issuer, any obligor upon
the Certificates, the Servicer, the Depositor or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be outstanding;
provided, however, if the Issuer, any other obligor upon the Certificates, the
Depositor, the Servicer or any Affiliate of any of the foregoing Persons own
all of the Certificates, such Certificates shall be deemed to be outstanding.
Certificates owned by the Issuer, any other obligor upon the Certificates, the
Depositor, the Servicer or any Affiliate of any of the foregoing Persons that
have been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Owner Trustee the pledgee's right so to
act with respect to such Certificates and that the pledgee is not the Issuer,
any other obligor upon the Certificates, the Depositor, the Servicer or any
Affiliate of any of the foregoing Persons.

                  Section 3.07 Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Indenture Trustee, the Paying Agent and the Depositor, within
fifteen (15) days after receipt by the Owner Trustee of a written request
therefor from the Servicer, the Indenture Trustee, the Paying Agent or the
Depositor, a list, in such form as the Servicer, the Indenture Trustee, the
Payment Agent or the Depositor may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. The
Certificate Registrar shall also furnish to the Owner Trustee and the Paying
Agent a copy of such list at any time there is a change therein. If (i) three
(3) or more Certificateholders or (ii) one (1) or more Certificateholders
evidencing not less than 25% of the Percentage Interests in the Certificates
apply in writing to the Owner Trustee, and such application states that the


                                      9
<PAGE>

applicants desire to communicate with other Certificateholders with respect to
their rights under this Agreement or under the Certificates and such
application is accompanied by a copy of the communication that such applicants
propose to transmit, then the Owner Trustee shall, within five (5) Business
Days after the receipt of such application, afford such applicants access
during normal business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold any of the Depositor, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived. The
Certificate Registrar shall upon the request of the Owner Trustee provide such
list, or access to such list, of Certificateholders as contemplated by this
Section 3.07.

                  Section 3.08 Maintenance of Office or Agency. The Owner
Trustee shall designate in the Borough of Manhattan, the City of New York, an
office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Owner Trustee in respect of the Certificates and the Basic Documents
may be served. The Owner Trustee initially designates Wells Fargo as the
office for such purposes. The Owner Trustee shall give prompt written notice
to the Depositor and the Certificateholders of any change in the location of
the Certificate Register or any such office or agency.

                  Section 3.09 Appointment of Paying Agent. The Paying Agent
shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5.02 and shall report the amounts of
such distributions to the Owner Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above. The Owner
Trustee may revoke such power and remove the Paying Agent if the Owner Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The
Paying Agent initially shall be Wells Fargo. As Paying Agent, Wells Fargo
shall hold all sums, if any, held by it for payment to the Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. Wells Fargo shall be permitted
to resign as Paying Agent upon thirty (30) days' prior written notice to the
Owner Trustee. In the event that Wells Fargo shall no longer be the Paying
Agent, the Owner Trustee shall appoint a successor to act as Paying Agent
(which shall be a bank or trust company). The Owner Trustee shall cause such
successor Paying Agent or any additional Paying Agent appointed hereunder to
execute and deliver to the Owner Trustee an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Owner Trustee
that, as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. The Paying Agent shall return
all unclaimed funds to the Owner Trustee and upon resignation or removal of a
Paying Agent such Paying Agent shall also return all funds in its possession
to the Owner Trustee. The provisions of Sections 7.01, 7.03(b), (c), and (d),


                                      10
<PAGE>

7.04, 8.01 and 8.02 shall apply to Wells Fargo in its role of Paying Agent and
Certificate Registrar, for so long as Wells Fargo shall act as Paying Agent
and Certificate Registrar, to the Owner Trustee, if the Owner Trustee is
appointed to act as Paying Agent, for so long as the Owner Trustee shall act
as Paying Agent and, to the extent applicable, to any other paying agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise. Wells Fargo
is a national banking association duly organized and validly existing in good
standing under the laws of the United States. Wells Fargo has all requisite
banking power and authority to execute, deliver and perform its obligations
under this Agreement.

                  Section 3.10 Definitive Certificates. The Certificates, upon
original issuance, will be issued in the form of a typewritten Certificate or
Certificates in the form attached hereto as Exhibit A to be delivered to the
related Certificateholders, by, or on behalf of, the Issuer. Such Certificate
or Certificates shall be registered on the Certificate Register in the name of
the holder thereof. The Certificates shall be printed, lithographed,
typewritten or engraved or may be produced in any other manner as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

                  Section 4.01 Prior Notice with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take action
unless at least thirty (30) days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders of record as of the
preceding Record Date in writing of the proposed action and such
Certificateholders specified in Section 4.04 hereof shall not have notified
the Owner Trustee in writing prior to the thirtieth (30th) day after such
notice is given that such Certificateholders have withheld consent or provided
alternative direction:

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

                  (b) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is not required
and such amendment would materially adversely affect the interests of the
Certificateholders;

                  (c) the amendment, change or modification of the Sale and
Servicing Agreement, except to cure any ambiguity or defect or to amend or
supplement any provision in a manner that would not materially adversely
affect the interests of the Certificateholder; or

                  (d) the appointment pursuant to the Indenture of a successor
Indenture Trustee or the consent to the assignment by the Note Registrar or
the Indenture Trustee of its obligations under the Indenture or this
Agreement, as applicable.

         In addition, the Issuer shall not commingle its assets with those of
any other entity. The Issuer shall maintain its financial and accounting books
and records separate from those of any other entity. Except as expressly set
forth herein, the Issuer shall not pay the indebtedness, operating expenses
and liabilities of any other entity. The Issuer shall maintain appropriate
minutes or other records of all appropriate actions and shall maintain its
office separate from the offices of the Depositor and the Servicer.



                                      11
<PAGE>

         The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders pursuant to Section 4.04, and to the
extent otherwise consistent with the Basic Documents and permitted by
applicable law, to (i) remove or replace the Servicer or the Indenture
Trustee, (ii) institute proceedings to have the Owner Trustee or the Issuer
declared or adjudicated bankrupt or insolvent, (iii) consent to the
institution of bankruptcy or insolvency proceedings against the Owner Trustee
or the Issuer, (iv) file a petition or consent to a petition seeking
reorganization or relief on behalf of the Owner Trustee or the Issuer under
any applicable federal or state law relating to bankruptcy, (v) consent to the
appointment of a conservator, receiver, liquidator, assignee, trustee,
sequestrator (or any similar official) of the Owner Trustee or the Issuer or a
substantial portion of the property of the Owner Trustee or the Issuer, (vi)
make any assignment for the benefit of the Owner Trustee's or the Issuer's
creditors, (vii) cause the Owner Trustee or the Issuer to admit in writing its
inability to pay its debts generally as they become due, or (viii) take any
action, or cause the Owner Trustee or the Issuer to take any action, in
furtherance of any of the foregoing (any of the above, a "Bankruptcy Action").
So long as the Indenture remains in effect, no Certificateholder shall have
the power to take, and shall not take, any Bankruptcy Action with respect to
the Owner Trustee or the Issuer or direct the Owner Trustee to take any
Bankruptcy Action with respect to the Owner Trustee or the Issuer.
Additionally, the Owner Trustee shall not have the power to commence a
Bankruptcy Action without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certification certifying that such Certificateholder
reasonably believes that the Issuer is insolvent.

                  Section 4.02 Action by Certificateholders with Respect to
Certain Matters. The Owner Trustee shall not have the power, except upon the
written direction of the Certificateholders, to (a) remove the Servicer under
the Sale and Servicing Agreement pursuant to Article VIII thereof or (b)
except as expressly provided in the Basic Documents, sell the Receivables
after the termination of the Indenture. The Owner Trustee shall take the
actions referred to in the preceding sentence only upon written instructions
signed by the Certificateholders.

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

                  Section 4.04 Majority Control. Except as expressly provided
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of Certificates evidencing not less than
a majority of the Percentage Interests in the Certificates. Except as
expressly provided herein, any written notice of the Certificateholders
delivered pursuant to this Agreement shall be effective if signed by Holders
of Certificates evidencing not less than a majority of the Percentage
Interests in the Certificates at the time of the delivery of such notice.



                                      12
<PAGE>

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

                  Section 5.01 Establishment of Trust Account. The Paying
Agent shall establish and maintain on behalf of the Issuer an Eligible Deposit
Account (the "Certificate Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Certificateholders. The title of the Certificate Distribution Account
shall be "GS Auto Loan Trust 2004-1:
Certificate Distribution Account for the benefit of the Certificateholders."

         The Issuer shall possess all right, title and interest in all funds
on deposit from time to time in the Certificate Distribution Account and in
all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee, on behalf of the Issuer, for the benefit of the
Certificateholders. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Deposit Account, the Owner Trustee (or the Depositor
on behalf of the Owner Trustee, if the Certificate Distribution Account is not
then held by the Owner Trustee or an affiliate thereof) shall within ten (10)
Business Days (or such longer period, not to exceed thirty (30) calendar days,
as to which each Rating Agency may consent) cause the Paying Agent to
establish a new Certificate Distribution Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments from the account
that is no longer an Eligible Deposit Account to such new Certificate
Distribution Account.

                  Section 5.02      Application of Trust Funds.

                  (a) On each Payment Date, the Paying Agent shall distribute
to Certificateholders amounts deposited in the Certificate Distribution
Account pursuant to Section 8.2 of the Indenture with respect to such Payment
Date.

                  (b) On each Payment Date, the Owner Trustee shall cause the
Paying Agent to send to each Certificateholder the statement or statements
provided to the Owner Trustee by the Indenture Trustee pursuant to Section 4.7
of the Sale and Servicing Agreement with respect to such Payment Date.

                  (c) In the event that any withholding tax is imposed on the
Issuer's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section 5.02. The Owner Trustee and the Paying Agent are
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Issuer (but such authorization shall not prevent the Owner
Trustee or the Paying Agent from contesting any such tax in appropriate
proceedings and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed
with respect to a Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Owner Trustee on
behalf of the Issuer and remitted to the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a
distribution (such as a distribution to a non-U.S. Certificateholder), the
Owner Trustee or the Paying Agent may in its sole discretion withhold such
amounts in accordance with this paragraph (c).



                                      13
<PAGE>

                  (d) Any Holder of a Certificate which is organized under the
laws of a jurisdiction outside the United States shall, on or prior to the
date such Holder becomes a Holder, (a) so notify the Owner Trustee and the
Paying Agent, (b) provide the Owner Trustee and the Paying Agent with Internal
Revenue Service Form W-8ECI or successor form. Any such Holder agrees by its
acceptance of a Certificate, on an ongoing basis, to provide like
certification for each taxable year and to notify the Owner Trustee and the
Paying Agent should subsequent circumstances arise affecting the information
provided the Owner Trustee in clauses (a) and (b) above. The Owner Trustee and
the Paying Agent shall be fully protected in relying upon, and each Holder by
its acceptance of a Certificate hereunder agrees to indemnify and hold the
Owner Trustee and the Paying Agent harmless against all claims or liability of
any kind arising in connection with or related to the Owner Trustee's and the
Paying Agent's reliance upon any documents, forms or information provided by
any Holder to the Owner Trustee.

                  Section 5.03 Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate
Registrar and the Paying Agent appropriate written instructions at least five
(5) Business Days prior to such Payment Date or, if not, by check mailed to
such Certificateholder at the address of such Certificateholder appearing in
the Certificate Register.

                  Section 5.04 No Segregation of Moneys; No Interest. Subject
to Sections 5.01 and 5.02, moneys received by the Owner Trustee hereunder need
not be segregated in any manner except to the extent required by law or the
Sale and Servicing Agreement, and may be deposited under such general
conditions as may be prescribed by law, and the Owner Trustee shall not be
liable for any interest thereon.

                  Section 5.05 Accounting and Reports to Certificateholders,
the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain
(or cause to be maintained) the books of the Issuer on a calendar year basis
and the accrual method of accounting, (b) deliver (or cause to delivered) to
each Certificateholder each Monthly Report delivered to the Owner Trustee
pursuant to Section 4.7 of the Sale and Servicing Agreement, (c) deliver (or
cause to delivered) to each Certificateholder, as may be required by the Code
and applicable Treasury Regulations, such information as may be required
(including Schedule K-1 if the Issuer is treated as a partnership for federal
income tax purposes) to enable each Certificateholder to prepare its federal
and state income tax returns, (d) prepare (or cause to be prepared), file (or
cause to be filed) such tax returns relating to the Issuer (including a
partnership information return, IRS Form 1065 if the Issuer is treated as a
partnership for federal income tax purposes) and make such elections as from
time to time may be required or appropriate under any applicable state or
federal statute or any rule or regulation thereunder so as to maintain the
Issuer's characterization, (e) cause such tax returns to be signed in the
manner required by law and (f) collect or cause to be collected any


                                      14
<PAGE>

withholding tax as described in and in accordance with Section 5.02(c) with
respect to income or distributions to Certificateholders. The Owner Trustee
shall elect under Section 1278 of the Code to include in income currently any
market discount that accrues with respect to the Receivables. The Owner
Trustee shall not make the election provided under Section 754 of the Code.

                  Section 5.06  Signature on Returns; Tax Matters Partner.

                  (a) The Owner Trustee shall sign on behalf of the Issuer the
tax returns of the Issuer, if any, unless applicable law requires a
Certificateholder to sign such documents.

                  (b) In the event that the Issuer is treated as a partnership
for federal income tax purposes, the Depositor shall be designated the initial
"tax matters partner" of the Issuer pursuant to Section 6231(a)(7)(A) of the
Code and applicable Treasury Regulations.

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

                  Section 6.01 General Authority. The Owner Trustee is
authorized and directed to execute and deliver on behalf of the Issuer the
Basic Documents to which the Issuer is to be a party and each certificate or
other document attached as an exhibit to or contemplated by the Basic
Documents to which the Issuer is to be a party together with any amendment or
other agreement, in each case, as evidenced conclusively by the Owner
Trustee's execution thereof. In addition to the foregoing, the Owner Trustee
is authorized to take all actions required of the Issuer pursuant to the Basic
Documents. The Owner Trustee is further authorized from time to time to take
such action on behalf of the Issuer as the Depositor directs with respect to
and in accordance with the Basic Documents (except to the extent that this
Agreement expressly requires the consent of Certificateholders for such
action, in which case the Owner Trustee shall not take such action without
such consent).

                  Section 6.02 General Duties. It shall be the duty of the
Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Basic
Documents to which the Issuer is a party and to administer the Issuer in the
interest of the Certificateholders, subject to the Basic Documents and in
accordance with the provisions of this Agreement.

                  Section 6.03 Action upon Instruction.

                  (a) Subject to Article IV and in accordance with the terms
of the Basic Documents, the Certificateholders may, by written instruction,
direct the Owner Trustee in the management of the Issuer. Such direction may
be exercised at any time by written instruction of the Certificateholders
pursuant to Article IV.

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



                                      15
<PAGE>

                  (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
such Certificateholders received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within ten (10) days of such notice (or
within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement or the Basic Documents, as it shall deem to be in the best interests
of the Certificateholders, and shall have no liability to any Person for such
action or inaction.

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

                  Section 6.04 No Duties Except as Specified in this Agreement
or in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Property, or to otherwise take or refrain
from taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee or the Issuer is a party, except as
expressly provided by the terms of this Agreement or in any document or
written instruction received by the Owner Trustee pursuant to Section 6.03;
and no implied duties or obligations shall be read into this Agreement or any
Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility, other than as set forth in Section 6.07, for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or Lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Issuer or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any
Liens on any part of the Trust Property that result from actions by, or claims
against, the Owner Trustee in its individual capacity that are not related to
the ownership or the administration of the Trust Property.



                                      16
<PAGE>

                  Section 6.05 No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Trust Property except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to any provision of this Agreement.

                  Section 6.06 Restrictions. The Owner Trustee shall not take
any action (a) that is inconsistent with the purposes of the Issuer set forth
in Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee
would result in the Issuer's becoming taxable as a corporation for federal
income tax purposes. The Certificateholders shall not direct the Owner Trustee
to take action that would violate the provisions of this Section.

                  Section 6.07      Administrative Duties.

                  (a) The Owner Trustee shall prepare or shall cause the
preparation by other appropriate Persons (and such preparation shall not be
the responsibility of the Seller, the Depositor, the Indenture Trustee or the
Servicer) of all such documents, reports, filings, instruments, certificates
and opinions as it shall be the duty of the Issuer to prepare, file or deliver
pursuant to the Indenture with respect to the following matters under the
Indenture and the Sale and Servicing Agreement:

                           (i) (a) the appointment of a successor Note
         Registrar and (b) giving the Indenture Trustee notice of any
         appointment of a new Note Registrar and the location, or change in
         location, of the Note Registrar (Section 2.5 of the Indenture);

                           (ii) the delivery 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 in the
         possession of the Owner Trustee required by Rule 144A as will enable
         the resale of such Class D Notes to be made pursuant to Rule 144A
         (Section 2.5 of the Indenture);

                           (iii) the delivery for cancellation of any Note
         delivered to the Issuer for cancellation, and the direction to
         destroy or return such Note (Section 2.9 of the Indenture);

                           (iv) the preparation of Definitive Notes in
         accordance with the instructions of the Clearing Agency (Section 2.13
         of the Indenture);

                           (v) the designation of an office in the Borough of
         Manhattan, City of New York, for registration of transfer or exchange
         of Notes (Section 3.2 of the Indenture);

                           (vi) the preparation of an Issuer Order directing
         the Paying Agent to deposit with the Indenture Trustee all sums held
         in trust by such Paying Agent (Sections 3.3 and 4.3 of the
         Indenture);



                                      17
<PAGE>

                           (vii) the preparation of an Issuer Order directing
         the Indenture Trustee to provide notification of any unclaimed monies
         and repayments (Section 3.3 of the Indenture);

                           (viii) upon request, assist in the obtaining and
         preservation of the Issuer's qualification to do business in each
         jurisdiction in which such qualification is or shall be necessary to
         protect the validity and enforceability of the Indenture, the Notes,
         the Collateral and each other instrument and agreement included in
         the Trust Property (Section 3.4 of the Indenture);

                           (ix) the preparation of all supplements and
         amendments to the Indenture, instruments of further assurance and
         other instruments and the taking of such other action as is necessary
         or advisable to protect the Trust Property, including the preparation
         and filing of any financing statements and continuation statements
         (Section 3.5 of the Indenture);

                           (x) the delivery of the Opinion of Counsel on the
         Closing Date and the annual delivery of Opinions of Counsel as to the
         Trust Property, and the annual delivery of the Officer's Certificate
         and certain other statements as to compliance with the Indenture
         (Sections 3.6 and 3.9 of the Indenture);

                           (xi) the preparation and obtaining of documents and
         instruments required for the release of the Issuer from its
         obligations under the Indenture (Section 3.10 of the Indenture);

                           (xii) the delivery of written notice to the
         Indenture Trustee and the Rating Agencies of each Event of Default
         under the Indenture and each default by the Servicer under the Sale
         and Servicing Agreement (Section 3.19 of the Indenture);

                           (xiii) the execution of any further instruments and
         the performance of any acts reasonably necessary to carry out more
         effectively the purpose of the Indenture (Section 3.5 of the
         Indenture);

                           (xiv) the monitoring of the Issuer's obligations as
         to the satisfaction and discharge of the Indenture and the
         preparation of an Officer's Certificate and the obtaining of an
         Opinion of Counsel and the Independent Certificate relating thereto
         (Section 4.1 of the Indenture);

                           (xv) the preparation, obtaining or filing of
         instruments, opinions, certificates and other documents required for
         the release of Collateral (Section 2.10 of the Indenture);

                           (xvi) upon its actual knowledge of such, the
         delivery to the Indenture Trustee of written notice in the form of an
         Officer's Certificate of any event that with the giving of notice and
         the lapse of time would become an Event of Default under clause (iii)
         or (iv) of Section 5.1 of the Indenture (Section 5.1 of the
         Indenture);



                                      18
<PAGE>

                           (xvii) the performance of any lawful action as the
         Controlling Party may request to compel or secure the performance and
         observance by the Receivables Servicers or the Servicer, as
         applicable, of each of their obligations to the Issuer in the Basic
         Documents (Section 5.16 of the Indenture);

                           (xviii) upon the request of the Indenture Trustee,
         provide the Indenture Trustee with the information necessary to
         deliver to each Noteholder such information as may be reasonably
         requested to enable such Holder to prepare its United States federal
         and state and local income or franchise tax returns (Section 6.6 of
         the Indenture);

                           (xix) the preparation and delivery of notice to
         Noteholders of the removal of the Indenture Trustee and the
         appointment of a successor Indenture Trustee (Section 6.8 of the
         Indenture);

                           (xx) the preparation of any written instruments
         required to confirm more fully the authority of any co-trustee or
         separate trustee and any written instructions necessary in connection
         with the resignation or removal of any co-trustee or separate trustee
         (Sections 6.8 and 6.10 of the Indenture);

                           (xxi) upon its actual knowledge of such, the
         notification to the Indenture Trustee if and when the Notes are
         listed on any stock exchange (Section 7.4 of the Indenture);

                           (xxii) the preparation of an Issuer Order and
         Officer's Certificate and the obtaining of an Opinion of Counsel and
         Independent Certificates, if necessary, for the release of the Trust
         Property (Sections 8.4 and 8.5 of the Indenture);

                           (xxiii) the preparation of Issuer Order and the
         obtaining of Opinions of Counsel with respect to the execution of
         supplemental indentures and the mailing to the Noteholders of notices
         with respect to such supplemental indentures (Sections 9.1, 9.2 and
         9.3 of the Indenture);

                           (xxiv) the delivery of new Notes conforming to any
         supplemental indenture (Section 9.6 of the Indenture);

                           (xxv) the duty to furnish to the Rating Agencies
         and the Indenture Trustee notice of redemption of Notes (Section 10.1
         of the Indenture);



                                      19
<PAGE>

                           (xxvi) the duty to notify Noteholders of redemption
         of the Notes or to cause the Indenture Trustee to provide such
         notification (Section 10.2 of the Indenture);

                           (xxvii) the preparation and delivery of all
         Officer's Certificates, Opinions of Counsel and Independent
         Certificates with respect to any requests by the Issuer to the
         Indenture Trustee to take any action under the Indenture (Section
         11.1 of the Indenture);

                           (xxviii) the preparation and delivery of all
         Officer's Certificates and the obtaining of Independent Certificates,
         if necessary, for the release of property from the lien of the
         Indenture (Section 11.1 of the Indenture);

                           (xxix) the preparation and delivery to Noteholders
         and the Indenture Trustee of any agreements or requests by the
         Noteholders with respect to alternate payment and notice provisions
         (Section 11.6 of the Indenture);

                           (xxx) the recording of the Indenture, if applicable
         (Section 11.15 of the Indenture);

                           (xxxi) notification to the Certificateholders of
         the substance of any amendment to the Sale and Servicing (Section
         9.1(e) of the Sale and Servicing Agreement);

                           (xxxii) preparation and filing of UCC continuation
         statements and delivery of copies thereof (Section 4.2 of the
         Receivables Purchase Agreement, Section 9.2 of the Sale and Servicing
         Agreement and Section 3.5 of the Indenture); and

                           (xxxiii) delivery of prior written notice of
         amendments to the Rating Agencies (Section 4.1(d) of the Receivables
         Purchase Agreement) and delivery of notice of substance of amendments
         to the Indenture Trustee and the Rating Agencies (Section 4.1(e) of
         the Receivables Purchase Agreement).

         For avoidance of doubt, the UCC financing statements with respect to
which the Owner Trustee is required to file continuation statements under the
Basic Documents are the UCC financing statements set forth in Exhibit D-1,
Exhibit D-2 and Exhibit D-3.

                  (b) The Owner Trustee shall receive as compensation for its
services hereunder such fees as have been separately agreed upon before the
date hereof among the Depositor and the Owner Trustee, and the Owner Trustee
shall be reimbursed for its other reasonable expenses hereunder in the
priority set forth in Section 8.2(c) of the Indenture. In performing its
duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the
indemnification provided by the Issuer under Section 8.02 of this Agreement,
in the priority set forth in Section 8.2(c) of the Indenture.

                  (c) It is understood and agreed that the Owner Trustee shall
be entitled to engage outside counsel, independent accountants and other
experts to assist the Owner Trustee in connection with the performance of its
duties set forth in Sections 5.05 and 6.07, including the preparation of all
tax reports and returns, securities law filings, Opinions of Counsel and


                                      20
<PAGE>

Independent Certificates and the Owner Trustee shall be reimbursed for the
expenses of such experts in accordance with the priority set forth in Section
8.2(c) of the Indenture. The Owner Trustee shall not be obligated to engage
any expert or perform any duty as required under Sections 5.05 and 6.07 for
which reimbursement would exceed $1,000 until such amount has been paid to the
Owner Trustee, if payment of such reimbursable amount is required of the Owner
Trustee prior to the next Payment Date.

                  (d) The Depositor and the Indenture Trustee shall furnish to
the Owner Trustee from time to time such additional information regarding the
Issuer or the Basic Documents as the Owner Trustee shall reasonably request.
The Indenture Trustee shall furnish to the Owner Trustee upon request a copy
of the Note Register.

                  (e) The Owner Trustee shall not be responsible for taking
any action with respect to this Section 6.07 unless a responsible officer in
the Corporate Trust Administration Department of the Owner Trustee has actual
knowledge or has received written notice of the need to take such action.

                  (f) The rights and protections afforded to the Owner Trustee
pursuant to Article VII of this Agreement shall also be afforded to the Owner
Trustee with respect to the performance of its administrative duties under
this Section 6.07.

                                  ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

                  Section 7.01 Acceptance of Trusts and Duties. The Owner
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts, but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all monies actually
received by it constituting part of the Trust Property upon the terms of the
Basic Documents and this Agreement. The Owner Trustee, in its individual
capacity, shall not be answerable or accountable hereunder or under any Basic
Document under any circumstances, except (i) for its own willful misconduct or
gross negligence (except as provided in Section 7.01(g)) or (ii) in the case
of the inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee in its individual capacity. In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

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

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

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



                                      21
<PAGE>

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

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

                  (f) the Owner Trustee shall not be responsible for
monitoring the performance of, and shall not be liable for the default or
misconduct of the Depositor, the Servicer, the Indenture Trustee or any other
Person under any of the Basic Documents or otherwise, and the Owner Trustee
shall have no obligation or liability to perform the obligations of the Issuer
under this Agreement or the Basic Documents that are required to be performed
by the Indenture Trustee under the Indenture or the Depositor or the Servicer
under the Sale and Servicing Agreement; and

                  (g) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise
or in relation to this Agreement or any Basic Document, at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
have offered to the Owner Trustee security, in its individual capacity, or
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred by the Owner Trustee, in its individual capacity, therein or
thereby. The right of the Owner Trustee to perform any discretionary act
enumerated in this Agreement or in any Basic Document shall not be construed
as a duty, and the Owner Trustee shall not be answerable for other than its
gross negligence or willful misconduct in the performance of any such act.

                  Section 7.02 Furnishing of Documents. The Owner Trustee
shall furnish to the Certificateholders, promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Basic Documents.

                  Section 7.03 Representations and Warranties. The Owner
Trustee, in its individual capacity, hereby represents and warrants to the
Depositor, for the benefit of the Certificateholders, that:

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



                                      22
<PAGE>

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

                  (c) This Agreement constitutes a legal, valid and binding
obligation of the Owner Trustee, enforceable against the Owner Trustee in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation and other similar laws affecting enforcement of the rights of
creditors of banks generally and to equitable limitations on the availability
of specific remedies.

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

                  (e) It is a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) time deposits that are rated at least
"A-1" by Standard & Poor's and "P-1" by Moody's or who is otherwise acceptable
to each Rating Agency.

                  Section 7.04      Reliance; Advice of Counsel.

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

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



                                      23
<PAGE>

                  Section 7.05 Not Acting in Individual Capacity. Except as
expressly provided in this Article VII, in accepting the trusts hereby
created, Wilmington Trust Company acts solely as Owner Trustee hereunder and
not in its individual capacity, and all Persons having any claim against the
Owner Trustee by reason of the transactions contemplated by this Agreement or
any Basic Document shall look only to the Trust Property for payment or
satisfaction thereof.

                  Section 7.06 Owner Trustee Not Liable for Certificates or
for Receivables. The recitals contained herein and in the Certificates (other
than the signature and countersignature of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. Except as set
forth in Section 7.03, the Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement, of any Basic Document or of the
Certificates (other than the signature and countersignature of the Owner
Trustee on the Certificates) or the Notes, or of any Receivable or related
documents. The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable or the perfection and priority of any security interest created
by any Receivable in any Financed Vehicle or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the
Trust Property or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the
Indenture, including, without limitation: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any
computer or other record thereof; the validity of the assignment of any
Receivable to the Issuer or of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the
compliance by the Depositor or the Servicer with any warranty or
representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation, or any action of the
Indenture Trustee or the Servicer or any subservicer taken in the name of the
Owner Trustee.

                  Section 7.07 Owner Trustee May Own Certificates and Notes.
The Owner Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates or Notes and may deal with the Depositor, the
Indenture Trustee and the Servicer in banking transactions with the same
rights as it would have if it were not Owner Trustee.

                  Section 7.08 Doing Business in Other Jurisdictions.
Notwithstanding anything contained herein to the contrary, neither Wilmington
Trust Company nor the Owner Trustee shall be required to take any action in
any jurisdiction other than in the State of Delaware if the taking of such
action will (i) require the consent or approval or authorization or order of,
or the giving of notice to, or the registration with, or the taking of any
other action in required by, any state or other governmental authority or
agency of any jurisdiction other than the State of Delaware; (ii) result in
any fee, tax or other governmental charge under the laws of any jurisdiction
or any political subdivisions thereof in existence on the date hereof other
than the State of Delaware becoming payable by Wilmington Trust Company or the
Owner Trustee; or (iii) subject Wilmington Trust Company or the Owner Trustee
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company or the Owner Trustee, as the case may
be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice


                                      24
<PAGE>

of counsel (which advice shall be an expense of the Trust under Section 8.01
of this Agreement) to determine whether any action required to be taken
pursuant to the Agreement results in the consequences described in clauses
(i), (ii) and (iii) of the preceding sentence. In the event that said counsel
advises the Owner Trustee that such action will result in such consequences,
the Owner Trustee will appoint an additional trustee pursuant to Section 10.05
hereof to proceed with such action.

                  Section 7.09 Paying Agent, Certificate Registrar and
Authenticating Agent. The rights and protections afforded to the Owner Trustee
pursuant to this Article VII and Sections 8.02, 10.02, and 10.03 shall also be
afforded to the Paying Agent, authenticating agent and Certificate Registrar.

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

                  Section 8.01 Owner Trustee's Fees and Expenses. The Owner
Trustee shall receive as compensation for its services hereunder such fees as
have been separately agreed upon before the date hereof between the Depositor
and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of
its rights and its duties hereunder, in the priority set forth in Section
8.2(c) of the Indenture.

                  Section 8.02 Indemnification. The Issuer shall indemnify the
Owner Trustee, Wells Fargo and their respective successors, assigns, agents
and servants (collectively, the "Indemnified Parties") from and against, any
and all liabilities, obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by,
or asserted against the Owner Trustee, Wells Fargo or any Indemnified Party in
any way relating to or arising out of this Agreement, the Basic Documents, the
Trust Property, the administration of the Trust Property or the action or
inaction of the Owner Trustee hereunder, except only that the Issuer shall not
be liable for or required to indemnify an Indemnified Party from or against
Expenses arising or resulting from (i) the willful misconduct, gross
negligence or bad faith of the Owner Trustee or (ii) the inaccuracy of a
representation or warranty made by the Owner Trustee in Section 7.03 or Wells
Fargo in Section 3.09. The indemnities contained in this Section shall survive
the resignation or termination of the Owner Trustee or the termination of this
Agreement. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Indemnified Party's choice of
legal counsel shall be subject to the approval of the Issuer, which approval
shall not be unreasonably withheld.



                                      25
<PAGE>

                  Section 8.03 Payments to the Owner Trustee. Any amounts paid
pursuant to this Article VIII shall be payable solely in the priority set
forth in Section 8.2(c) of the Indenture and shall be deemed not to be a part
of the Trust Property immediately after such payment.

                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

                  Section 9.01 Termination of Trust Agreement.

                  (a) This Agreement (other than Article VIII) and the Issuer
shall terminate and be of no further force or effect upon the final
distribution by the Owner Trustee of all moneys or other property or proceeds
of the Trust Property in accordance with the terms of the Indenture, Article V
of the Sale and Servicing Agreement and the Statutory Trust Statute. Any money
or other property held as part of the Owner Trust Property following such
distribution shall be distributed to the Depositor. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall
not (i) operate to terminate this Agreement or the Issuer, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of
all or any part of the Issuer or Trust Property or (iii) otherwise affect the
rights, obligations and liabilities of the parties hereto.

                  (b) This Agreement and the Issuer are irrevocable. Except as
provided in Section 9.01(a) and in this Section 9.01(b), neither the Depositor
nor any Certificateholder shall be entitled to revoke or terminate the Issuer
or this Agreement.

                  (c) Notice of any termination of the Issuer, specifying the
Distribution Date upon which Certificateholders shall surrender their
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five (5) Business Days of receipt of notice
of such termination from the Issuer or the Indenture Trustee given pursuant to
Section 8.1 of the Sale and Servicing Agreement, stating (i) the Payment Date
upon or with respect to which final payment of the Certificates shall be made
upon presentation and surrender of the Certificates at the office of the
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Payment Date pursuant to Section 5.02.

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six (6) months after the date
specified in the above mentioned written notice, the Owner Trustee shall give
a second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to


                                      26
<PAGE>

contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Any funds remaining in the
Issuer after exhaustion of such remedies shall be distributed by the Owner
Trustee to the Depositor, subject to applicable escheat laws.

                  (d) Upon the winding up of the Issuer in accordance with the
Statutory Trust Statute (including, without limitation, the reasonable
provision for payment of all obligations of the Issuer in accordance with
Section 3808(e) of the Statutory Trust Statute), the Owner Trustee shall cause
the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Statutory Trust Statute and thereupon the Owner Trust and
this Agreement (other than Article VIII) shall terminate.

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                  Section 10.01 Eligibility Requirements for Owner Trustee.
The Owner Trustee shall at all times be a corporation satisfying the
provisions of Section 3807(a) of the Statutory Trust Statute; authorized to
exercise corporate trust powers; having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or
state authorities; and having (or having a parent that has) time deposits that
are rated at least "P-1" by Moody's and at least "A-1" by Standard & Poor's,
or which is otherwise acceptable to each Rating Agency. If such corporation
shall publish reports of condition at least annually pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 10.02.

                  Section 10.02 Resignation or Removal of Owner Trustee. The
Owner Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor, the Indenture
Trustee and the Rating Agencies. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Owner Trustee and one copy to the successor Owner Trustee. If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee, provided,
however, that such right to appoint or to petition for the appointment of any
such successor shall in no event relieve the resigning Owner Trustee from any
obligations otherwise imposed on it under the Basic Documents until such
successor has in fact assumed such appointment.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or
a receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Owner Trustee. If the Depositor


                                      27
<PAGE>

shall remove the Owner Trustee under the authority of the immediately
preceding sentence, the Depositor shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the outgoing Owner Trustee so removed and one copy to
the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner
Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Depositor shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

                  Section 10.03 Successor Owner Trustee. Any successor Owner
Trustee appointed pursuant to Section 10.01 or 10.02 shall execute,
acknowledge and deliver to the Depositor, the Indenture Trustee and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective, and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall, upon payment of its fees and expenses,
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement; and the Depositor and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in
the successor Owner Trustee all such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner
Trustee shall be eligible as a successor Owner Trustee pursuant to Section
10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Depositor shall mail notice thereof to all
Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and
the Rating Agencies. If the Depositor shall fail to mail such notice within
ten(10) days after acceptance of such appointment by the successor Owner
Trustee, the successor Owner Trustee shall cause such notice to be mailed at
the expense of the Issuer.

         Any successor Owner Trustee appointed pursuant to this Section 10.03
shall promptly file an amendment to the Certificate of Trust with the
Secretary of State identifying the name and principal place of business of
such successor Owner Trustee in the State of Delaware.

                  Section 10.04 Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, that such corporation shall be eligible pursuant to
Section 10.01; and provided further, that the Owner Trustee shall mail notice
of such merger or consolidation to each Rating Agency; and provided, further,
that such successor Owner Trustee shall file an amendment to the Certificate
of Trust as described in Section 10.03.



                                      28
<PAGE>

                  Section 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Property or any Financed Vehicle may at the time be located,
the Owner Trustee shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Owner Trustee to
act as co-trustee, jointly with the Owner Trustee, or as separate trustee or
separate trustees, of all or any part of the Trust Property, and to vest in
such Person, in such capacity, such title to the Trust Property or any part
thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Owner Trustee may consider
necessary or desirable. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor Owner
Trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

                  (a) all rights, powers, duties and obligations conferred or
imposed upon the Owner Trustee shall be conferred upon and exercised or
performed by the Owner Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Owner Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Property or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Owner Trustee;

                  (b) no trustee under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under this
Agreement; and

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

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee.



                                      29
<PAGE>

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.

                                  ARTICLE XI

                                 MISCELLANEOUS

                  Section 11.01 Supplements and Amendments. Any term or
provision of this Agreement may be amended by the Depositor and the Owner
Trustee without the consent of the Indenture Trustee, any Noteholder, any
Certificateholder, the Issuer or any other Person; provided that such
amendment shall not, as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee and to that effect, materially and adversely affect the
interests of the Noteholders or the Certificateholders. An amendment shall be
deemed not to materially and adversely affect the interests of the Noteholders
or the Certificateholders and no Opinion of Counsel to that effect shall be
required if the Rating Agency Condition is satisfied with respect to such
amendment.

         Any term or provision of this Agreement may be amended by the
Depositor and the Owner Trustee without the consent of the Indenture Trustee,
any Noteholder, any Certificateholder, the Issuer or any other Person to add,
modify or eliminate any provisions as may be necessary or advisable in order
to enable the Depositor, the Servicer or any of their Affiliates to 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 shall have been satisfied.

                  Any term or provision of this Agreement may be amended from
time to time by the Depositor and the Owner Trustee and with the consent of
(i) the Noteholders of Notes evidencing not less than a majority of the
principal amount of each Class of Notes, and (ii) the Certificateholders of
Certificates evidencing not less than a majority of the Percentage Interests
(which consent of any holder of a Note or holder of a Certificate given
pursuant to this Section 11.01 or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Note or Certificate, as the
case may be, and on all future holders of such Note or holders of such
Certificate, as the case may be, and of any Note or Certificate, as
applicable, issued upon the transfer thereof or in exchange thereof or in lieu
thereof whether or not notation of such consent is made upon such Note or the
Certificate), for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement, or of modifying
in any manner the rights of the Noteholders or the Certificateholders;
provided, however, that the consent of the Noteholders shall not be required
with respect to any amendment that does not adversely affect the interests of
the Noteholders and the consent of the Certificateholders shall not be
required with respect to any amendment that does not adversely affect the


                                      30
<PAGE>

interests of the Certificateholders; provided, further, however, that no such
amendment shall (A) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, or change the allocation or priority of,
collections of payments on Receivables or distributions that shall be required
to be made on any Note or Certificate or change any Note Interest Rate,
without the consent of all Noteholders or Certificateholders or (B) reduce the
aforesaid percentage required to consent to any such amendment, without the
consent of the holders of all Notes affected thereby and holders of all
Certificates affected thereby.

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

         It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
(and any other consents of Certificateholders provided for in this Agreement
or in any other Basic Document) and of evidencing the authorization of the
execution thereof by Certificateholders or Noteholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.

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

         Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent
(if any) to such amendment specified in this Agreement have been met. The
Owner Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

                  Section 11.02 No Legal Title to Trust Property in
Certificateholders. Neither the Depositor nor the Certificateholders shall
have legal title to any part of the Trust Property. The Certificateholders
shall be entitled to receive distributions with respect to their undivided
ownership interest therein only in accordance with Articles V and IX. No
transfer, by operation of law or otherwise, of any right, title or interest of
the Certificateholders to and in their undivided ownership interest in the
Trust Property shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it
of legal title to any part of the Trust Property.

                  Section 11.03 Limitations on Rights of Others. The
provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Depositor, the Certificateholders, the Paying Agent, the Certificate
Registrar and, to the extent expressly provided herein, the Indenture Trustee
and the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Trust Property or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.



                                      31
<PAGE>

                  Section 11.04  Notices.

                  (a) Unless otherwise expressly specified or permitted by the
terms hereof, all notices shall be in writing and shall be deemed given upon
receipt by the intended recipient or three (3) Business Days after mailing if
mailed by first-class mail, postage prepaid (except that notice to the Owner
Trustee shall be deemed given only upon actual receipt by the Owner Trustee),
if to the Owner Trustee, addressed to the Corporate Trust Office; if to the
Depositor, addressed to Goldman Sachs Asset Backed Securities Corp, Attention:
Samuel Ramos; if to Wells Fargo, addressed to Wells Fargo Bank, National
Association, MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN
55479, Attention: Corporate Trust Services/Asset-Backed Administration; or, as
to each party, at such other address as shall be designated by such party in a
written notice to each other party.

                  (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not such
Certificateholder receives such notice.

                  Section 11.05 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

                  Section 11.06 Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.

                  Section 11.07 Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit
of, each of the Depositor and its permitted assignees, the Owner Trustee and
its successors and each Certificateholder and its successors and permitted
assigns, all as herein provided. Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the
successors and assigns of such Certificateholder.

                  Section 11.08 Covenants of the Depositor. The Depositor will
not at any time institute against the Issuer any bankruptcy proceedings under
any United States federal or state bankruptcy or similar law in connection
with any obligations relating to the Certificates, the Notes, this Agreement
or any of the other Basic Documents.

                  Section 11.09 No Petition. (a) The Owner Trustee, by
entering into this Agreement, each Certificateholder, by accepting a
Certificate, and the Indenture Trustee and each Noteholder, by accepting the
benefits of this Agreement, hereby covenant and agree that they will not at
any time institute against the Depositor or the Issuer or join in any
institution against the Depositor or the Issuer of, any bankruptcy proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Certificates, the Notes, this
Agreement or any of the Basic Documents.



                                      32
<PAGE>

                  (b) The Depositor's obligations under this Agreement are
obligations solely of the Depositor and will not constitute a claim against
the Depositor to the extent that the Depositor does not have funds sufficient
to make payment of such obligations. In furtherance of and not in derogation
of the foregoing, each of the Owner Trustee (in its individual capacity and as
the Owner Trustee), by entering into or accepting this agreement, the
Certificateholder, by accepting the Certificate, and the Indenture Trustee and
each Noteholder or Note Owner, by accepting the benefits of this Agreement,
hereby acknowledges and agrees that such Person has no right, title or
interest in or to the Other Assets of the Depositor. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, each of the Owner Trustee, the Indenture Trustee, each Noteholder or
Note Owner and the Certificateholder either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such
interest, claim to, or benefit in or from Other Assets, whether by operation
of law, legal process, pursuant to applicable provisions of insolvency laws or
otherwise (including by virtue of Section 11.09(b) of the Bankruptcy Code or
any successor provision having similar effect under the Bankruptcy Code), then
such Person further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and will be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are
entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to a priority of distributions or
application under applicable law, including insolvency laws, and whether or
not asserted against the Depositor), including the payment of post-petition
interest on such other obligations and liabilities. This subordination
agreement will be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. Each of the Owner Trustee (in its
individual capacity and as the Owner Trustee), by entering into or accepting
this agreement, the Certificateholder, by accepting the Certificate, and the
Indenture Trustee and each Noteholder or Note Owner, by accepting the benefits
of this Agreement, hereby further acknowledges and agrees that no adequate
remedy at law exists for a breach of this Section and the terms of this
Section may be enforced by an action for specific performance. The provisions
of this Section will be for the third party benefit of those entitled to rely
thereon and will survive the termination of this Agreement.

                  Section 11.10 No Recourse. Each Certificateholder by
accepting a Certificate acknowledges that such Certificate represents a
beneficial interest in the Issuer only and does not represent an interest in
or an obligation of the Depositor, the Servicer, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the Basic Documents.

                  Section 11.11 Headings. The headings of the various Articles
and Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.



                                      33
<PAGE>

                  Section 11.12  GOVERNING LAW; WAIVER OF JURY TRIAL.

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

                  (b) 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 11.13  Certificate Transfer Restrictions.

                  (a) The Certificates may not be acquired by or for the
account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title I of ERISA or Similar Law, (ii) a
plan described in Section 4975(e)(1) of the Code that is subject to Section
4975 of the Code or Similar Law or (iii) any entity whose underlying assets
include plan assets by reason of investment by an employee benefit plan or
other plan in the entity (each, a "Benefit Plan"). By accepting and holding a
Certificate, the Holder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.

                  (b) Each purchaser or transferee of Certificates or any
beneficial interest therein must represent as follows: (i) that it is
purchasing one or more Certificates, in an authorized denomination, for its
own account as the sole beneficial owner, (ii) either it is not, for federal
income tax purposes, a partnership, grantor trust, or S Corporation (as
defined in the Code) (any such entity, a "Pass-Through Entity") or it is a
Pass-Through Entity, but after giving effect to such purchase of such
Certificates less than 50% of the value of each beneficial ownership interest
in such Pass-Through Entity is attributable to the Certificates and/or the
Notes, and (iii) such Certificates have not been transferred through an
"established securities market" within the meaning of Section 7704(b) of the
Code. For the avoidance of doubt, a person making the foregoing representation
shall be deemed to constitute one "owner of beneficial interests" for purposes
of clause (c) below and for purposes of any other provision of this Trust
Agreement or any other Basic Document that references beneficial ownership for
purposes of Section 1.7704-1(h) of the Treasury Regulations. The Certificates
can only be purchased, acquired, or held by an individual or entity who is a
"u.s. person" as determined for u.s. federal income tax purposes or who holds
the trust certificates in connection with the conduct of a trade or business
within the united states and who delivers, to the owner trustee and the entity
acting as certificate registrar under the trust agreement, a properly executed
form W-8ECI in connection with their acquisition of the trust certificates and
at such other times as reasonably requested by the owner trustee or the entity
acting as certificate registrar under the trust agreement or as required by
law.

                  (c) No purchase or transfer shall be permitted, nor
registered by the Certificate Registrar, if such purchase or transfer would
result in there being more than 95 owners of beneficial interests in the
Certificates for purposes of Section 1.7704-1(h) of the Treasury Regulations.


                                      34
<PAGE>

In determining whether this condition is satisfied in connection with any
purchase or transfer, the Certificate Registrar shall be permitted to
conclusively rely upon the Investment Letters provided by the respective
Certificateholders with respect to interests in the Certificates.

                  Section 11.14 Sarbanes-Oxley. Notwithstanding anything
contained herein or in any other Basic Document to the contrary, the Owner
Trustee shall not be required to execute, deliver or certify on behalf of the
Issuer or any other Person any filings, certificates, affidavits or other
instruments (including, without limitation, any Sarbanes-Oxley Certification)
required under the Sarbanes-Oxley Act of 2002.

                  Section 11.15 Acceptance of Terms of Agreement. The receipt
and acceptance of a Certificate by a Certificateholder, without any signature
or further manifestation of assent, shall constitute the unconditional
acceptance by the Certificateholder of all the terms and provisions of this
Agreement, and shall constitute the agreement of the Certificateholder that
the terms and provisions of this Agreement shall be binding, operative and
effective as between the Owner Trustee and the Certificateholder.

                  Section 11.16 Subordination Agreement. Each
Certificateholder, by accepting a Certificate, 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 Certificateholder, by accepting a Certificate, hereby covenants and
agrees that such agreement constitutes a subordination agreement for purposes
of Section 510(a) of the Bankruptcy Code.

                  Section 11.17 Rule 144A Information. So long as the Issuer
is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of
a Certificateholder or a Holder of Class D Notes, the Depositor shall promptly
furnish to such Certificateholder or Holder, as the case may be, and to a
prospective purchaser of such Certificate or Class D Note, as applicable,
designated by such Certificateholder or Holder, as applicable, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
to permit compliance with Rule 144A in connection with resales of the
Certificates or Class D Notes, as applicable, in accordance with the terms
hereof (such information to consist of a copy of the Memorandum together with
all financial statements of the Issuer, if any, then available).


                              [SIGNATURES FOLLOW]



                                      35
<PAGE>

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


                                 GOLDMAN SACHS ASSET BACKED SECURITIES CORP.,
                                 as Depositor



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


                                 WILMINGTON TRUST COMPANY,
                                 as Owner Trustee


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



















                                      S-1
<PAGE>




WELLS FARGO BANK, NATIONAL ASSOCIATION,
solely for the purposes of accepting
(i) the appointment to act as Certificate
Registrar pursuant to Section 3.04,
(ii) the appointment to act as Paying
Agent pursuant to Section 3.09, (iii)
the designation of its office pursuant
to Section 3.08 and (iv) its duties
under Section 6.07(d)


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



























                                      S-2
<PAGE>

                                   EXHIBIT A

                           FORM OF TRUST CERTIFICATE

    THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE
                        SALE AND SERVICING AGREEMENT.

         THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF
ANY STATE. ACCORDINGLY, TRANSFER OF THIS TRUST CERTIFICATE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH IN SECTION 2.5 OF THE INDENTURE AND SECTION
3.04 OF THE TRUST AGREEMENT. BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE, THE
HOLDER OF THIS TRUST CERTIFICATE IS DEEMED TO REPRESENT TO THE DEPOSITOR THAT
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (A "QIB"), AS SUCH TERM IS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND IS ACQUIRING THIS TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS).

         NO SALE, PLEDGE OR OTHER TRANSFER OF A TRUST CERTIFICATE 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 TRUST CERTIFICATES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT 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. EACH TRANSFEREE OF A BENEFICIAL INTEREST IN THIS TRUST
CERTIFICATE SHALL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS. THE
DEPOSITOR MAY REQUIRE AN OPINION OF COUNSEL TO BE DELIVERED TO IT IN
CONNECTION WITH ANY TRANSFER OF THE TRUST CERTIFICATES PURSUANT TO CLAUSES (A)
OR (C) ABOVE.

         BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE, THE HOLDER AND ANY
SUBSEQUENT TRANSFEREE IS DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT AND IS
NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF ANY (A) EMPLOYEE BENEFIT
PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY



                                     A-1
<PAGE>

ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO TITLE I OF ERISA OR ANY
FOREIGN, STATE OR LOCAL LAW WITH PROVISIONS SUBSTANTIALLY SIMILAR TO TITLE I
OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), (B) PLAN (AS DEFINED IN
SECTION 4975(E)(1) OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR
SIMILAR LAW INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS, OR (C)
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY
AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN IN SUCH ENTITY, INCLUDING, WITHOUT
LIMITATION, AS APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT.

         THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.





























                                     A-2
<PAGE>



NUMBER R-___                                      PERCENTAGE INTEREST:  [ ]%

         GS AUTO LOAN TRUST 2004-1 CERTIFICATE evidencing a fractional
undivided beneficial interest in the Issuer, as defined below, the property of
which includes a pool of motor vehicle retail installment sale contracts and
loans, secured by security interests in the new and used automobiles and
light-duty trucks financed thereby, conveyed by Goldman Sachs Asset Backed
Securities Corp. to the Issuer. The property of the Issuer has been pledged to
the Indenture Trustee pursuant to the Indenture.

         THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN
OBLIGATION OF GOLDMAN SACHS MORTGAGE COMPANY, GOLDMAN SACHS ASSET BACKED
SECURITIES CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES.

         THIS CERTIFIES THAT ________________ is the registered owner of a
____% PERCENT nonassessable, fully paid, undivided percentage interest in GS
AUTO LOAN TRUST 2004-1, a Delaware statutory trust (the "Issuer"), formed by
GOLDMAN SACHS ASSET BACKED SECURITIES CORP., a Delaware corporation (the
"Depositor").

         The Issuer was created pursuant to a Trust Agreement amended and
restated as of February 24, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Trust Agreement"), between the Depositor and
Wilmington Trust Company, as owner trustee (the "Owner Trustee"), a summary of
certain of the pertinent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement or the Sale and Servicing
Agreement dated as of February 24, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Sale and Servicing Agreement"), among the
Issuer, the Depositor, Goldman Sachs Mortgage Company, as Servicer, Wilmington
Trust Company, as Owner Trustee, and Wells Fargo Bank, National Association,
as Indenture Trustee.

         This Certificate is one of the duly authorized Certificates
designated as "Asset Backed Certificates" (herein called the "Certificates").
Also issued under an Indenture dated as of February 24, 2004 (as amended,
supplemented or otherwise modified from time to time, the "Indenture"),
between the Issuer and Wells Fargo Bank, National Association, as indenture
trustee, are the Notes. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Certificateholder is bound. The property of the
Issuer consists of the Conveyed Assets. The rights of the Certificateholders
are subordinate to the rights of the Noteholders, as set forth in the
Indenture.

         Under the Trust Agreement, there will be distributed on the 15th day
of each month or, if such 15th day is not a Business Day, the next Business
Day (each, a "Payment Date"), commencing on March 15, 2004, to the Person in
whose name this Certificate is registered on the last day of the immediately
preceding month (the "Record Date"), such Certificateholder's fractional
undivided interest in the amount to be distributed to Certificateholders on
such Payment Date.



                                     A-3
<PAGE>

         The Holder of this Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Certificate are subordinate
to the rights of the Noteholders as described in the Sale and Servicing
Agreement and the Indenture.

         It is the intent of the Depositor and the Certificateholders that,
solely for income and franchise tax purposes : (1) if there is one beneficial
owner of the Certificates, the Issuer shall be treated as a disregarded
entity, and (2) if there is more than one beneficial owner of the
Certificates, the Issuer shall be treated as a partnership for income and
franchise tax purposes, with the assets of the partnership being the
Receivables and other assets held by the Issuer, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. A Certificateholder, by its acceptance of a Certificate, agrees
to treat, and to take no action inconsistent with such treatment of the
Issuer.

         A Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor, the Owner Trustee or the Issuer, or join in any institution
against the Depositor, the Owner Trustee or 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 Certificates, the Notes,
the Trust Agreement or any of the Basic Documents.

         Distributions on this Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or the Paying Agent by wire transfer or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon.

         Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the office or agency designated for that purpose by the Owner Trustee in the
Borough of Manhattan, The City of New York.

         Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

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

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



                                     A-4
<PAGE>

         IN WITNESS WHEREOF, the Owner Trustee has caused this Certificate to
be duly executed.


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




Dated:  _____________, 2004                 By:
                                               -------------------------------
                                               Authorized Signatory





























                                     A-5
<PAGE>



                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Trust Agreement.

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

                                                  By:  WELLS FARGO BANK,
                                                       NATIONAL ASSOCIATION,
                                                       as Authenticating Agent



By: ______________________                        By: ________________________
     Authorizing Agent                                 Authorizing Agent























                                     A-6
<PAGE>



                        [REVERSE OF TRUST CERTIFICATE]

         The Certificates do not represent an obligation of, or an interest
in, the Depositor, the Servicer, the Owner Trustee in its individual capacity
or any affiliates of any of them and no recourse may be had against such
parties or their assets, except as expressly set forth or contemplated herein
or in the Trust Agreement or the Basic Documents. In addition, this
Certificate is not guaranteed by any governmental agency or instrumentality
and is limited in right of payment to certain collections and recoveries with
respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Sale and Servicing Agreement. A copy
of each of the Sale and Servicing Agreement and the Trust Agreement may be
examined by any Certificateholder upon written request during normal business
hours at the principal office of the Depositor and at such other places, if
any, designated by the Depositor.

         The Trust Agreement permits, with certain exceptions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under
the Trust Agreement at any time by the Depositor and the Owner Trustee, with
prior written notice to each Rating Agency, with the consent of the Holders
(as defined in the Indenture) of Notes evidencing not less than a majority of
the Outstanding Amount of the Notes and the consent of the Holders of
Certificates evidencing not less than a majority of the Percentage Interests
in the Certificates, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Trust Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholders. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and on all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent is
made upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of any of the Certificates.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar designated by
the Owner Trustee in the Borough of Manhattan, The City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same
aggregate interest in the Issuer will be issued to the designated transferee.
The initial Certificate Registrar appointed under the Trust Agreement is Wells
Fargo Bank, National Association.

         Except as provided in the Trust Agreement, the Certificates are
issuable only as registered Certificates without coupons in minimum
denominations of one percent Percentage Interest. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations evidencing
the same aggregate denomination, as requested by the Certificateholder
surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.



                                     A-7
<PAGE>

         The Owner Trustee, the Certificate Registrar and any agent of the
Owner Trustee or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none
of the Owner Trustee, the Certificate Registrar or any such agent shall be
affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement
and the trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Trust Property. The Servicer of the
Receivables and, under certain circumstances, Certificateholders, may at their
option purchase the Trust Property at a price specified in the Sale and
Servicing Agreement, and such purchase of the Receivables and other property
of the Issuer will effect early retirement of the Certificates; provided,
however, that such right of purchase is exercisable only as of the
Determination Date as of which the Pool Balance is less than or equal to 10%
of the Initial Pool Balance.

         The Certificates may not be acquired by (a) an employee benefit plan
(as defined in Section 3(3) of ERISA) that is subject to the provisions of
Title I of ERISA or Similar Law, (b) a plan described in Section 4975(e)(1) of
the Code that is subject to Section 4975 of the Code or Similar Law or (c) any
entity whose underlying assets include plan assets by reason of investment by
an employee benefit plan or other plan in the entity (each, a "Benefit Plan").
By accepting and holding this Certificate, the Holder hereof shall be deemed
to have represented and warranted that it is not a Benefit Plan.























                                     A-8
<PAGE>



                                  ASSIGNMENT

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

                       PLEASE INSERT SOCIAL SECURITY OR
                     OTHER IDENTIFYING NUMBER OF ASSIGNEE

 _____________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________, attorney, to transfer said Certificate
on the books of the Certificate Registrar, with full power of substitution in
the premises.

Dated:                                    _____________________________*/
                                              Signature Guaranteed:


                                          _____________________________*/


---------------
*/      NOTICE: The signature to this assignment must correspond with the
        name of the registered owner as it appears on the face of the within
        Certificate 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
        Certificate Registrar, which requirements include membership or
        participation in STAMP or such other "signature guarantee program" as
        may be determined by the Certificate Registrar in addition to, or in
        substitution for, STAMP, all in accordance with the Securities
        Exchange Act of 1934, as amended.
















                                     A-9
<PAGE>

                                   EXHIBIT B

                        FORM OF TRANSFEROR CERTIFICATE

                                                    [DATE]




Wilmington Trust Company,
as Owner Trustee
Rodney Square North
110 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Wells Fargo Bank, National Association
MAC N9311-161
Sixth Street and Marquette Ave.
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services/Asset-Backed Administration

Goldman Sachs Asset Backed Securities Corp.
85 Broad Street
New York, New York  10004
Attention:  Samuel Ramos
         Re:  GS Auto Loan Trust 2004-1

Ladies and Gentlemen:

         In connection with our disposition of the Asset Backed Certificates
(the "Certificates") issued by the referenced trust (the "Issuer") we certify
that (a) we understand that the Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and are being
transferred by us in a transaction that is exempt from the registration
requirements of the Act and (b) we have not offered or sold any Certificates
to, or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Securities Act.

                                         Very truly yours,


                                         [NAME OF TRANSFEROR]


                                         By:
                                             ---------------------------------
                                                    Authorized Officer




                                     B-1
<PAGE>

                                   EXHIBIT C

                           FORM OF INVESTMENT LETTER

                                                  [DATE]




Wilmington Trust Company,
as Owner Trustee
Rodney Square North
110 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Wells Fargo Bank, National Association
MAC N9311-161
Sixth Street and Marquette Ave.
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services/Asset-Backed Administration

Goldman Sachs Asset Backed Securities Corp.
85 Broad Street
New York, New York  10004
Attention:  Samuel Ramos

                  Re:  GS Auto Loan Trust 2004-1

Ladies and Gentlemen:

         In connection with our proposed purchase of a ____% percentage
interest in the Asset Backed Certificates (the "Certificates") of GS Auto Loan
Trust 2004-1 (the "Issuer"), we confirm that:

         1. We understand that the Certificates 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 Certificates are being offered only in a
transaction not involving any public offering within the meaning of the
Securities Act and (y) that such Certificates may be resold, pledged or
transferred only (i) to the Depositor, (ii) so long as such Certificate is
eligible for resale pursuant to Rule 144A under the Securities Act ("Rule
144A"), to a person whom we reasonably believe after due inquiry is a
"qualified institutional buyer" as defined in 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 "qualified institutional buyers") to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A or (iii) in a sale, pledge or other transfer made in a transaction
otherwise exempt from the registration requirements of the Securities Act, in
which case the Owner Trustee shall require that both the prospective
transferor and the prospective transferee certify to the Owner Trustee or the
Certificate Registrar and the Depositor in writing the facts surrounding such
transfer, which certification shall be in form and substance satisfactory to
the Owner Trustee and the Depositor. Except in the case of a transfer
described in clauses (i) or (iii) above, the Owner Trustee shall require that
a written opinion of counsel (which will not be at the expense of the
Depositor, any affiliate of the Depositor, the Owner Trustee or the
Certificate Registrar) satisfactory to the Owner Trustee or the Certificate
Registrar and the Depositor be delivered to the Owner Trustee or the


                                     C-1
<PAGE>

Certificate Registrar and the Depositor to the effect that such transfer will
not violate the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States. We will notify any
purchaser of the Certificates from us of the above resale restrictions, if
then applicable. We further understand that in connection with any transfer of
the Certificates by us that the Depositor and the Owner 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.

         2. We are a "qualified institutional buyer" as defined under Rule
144A under the Securities Act and are acquiring the Certificates for our own
account (and not for the account of others) or as a fiduciary or agent for
others (which others also are "qualified institutional buyers"). We are
familiar with Rule 144A under the Securities Act and are aware that the seller
of the Certificates 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.

         3. We 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 Similar
Law, (ii) a plan described in Section 4975(e)(1) of the Code that is subject
to Section 4975 of the Code or Similar Law or (iii) any entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity (each, a "Benefit Plan"). We hereby acknowledge that no transfer of any
Certificate shall be permitted to be made to any person unless the Owner
Trustee has received a certificate from such transferee to the effect of the
preceding sentence.

         4. (a) We are purchasing one or more Certificates, in an authorized
denomination, for our own account as the sole beneficial owner, (b) either (1)
we are not, for federal income tax purposes, a partnership, grantor trust, or
S Corporation (as defined in the Code) (any such entity, a "Pass-Through
Entity") or (2) we are a Pass-Through Entity, but after giving effect to such
purchase of such Certificates less than 50% of the value of each beneficial
ownership interest in such Pass-Through Entity is attributable to the
Certificates and/or the Notes, and (c) such Certificates have not been
transferred through an "established securities market" within the meaning of
Section 7704(b) of the Code.

         5. We understand that the Depositor, the Owner Trustee, the Issuer,
Goldman Sachs & Co. 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 warranties deemed to have
been made by us by our purchase of the Certificates, 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 Depositor,
the Owner Trustee and Goldman Sachs & Co.




                                     C-2
<PAGE>

         6. 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:_______________________



















                                     C-3
<PAGE>

                                  EXHIBIT D-1

                    FINANCING STATEMENT AGAINST THE SELLER




























                                      D-1
<PAGE>

                                  EXHIBIT D-2

                   FINANCING STATEMENT AGAINST THE DEPOSITOR


































                                      D-2
<PAGE>

                                  EXHIBIT D-3

                    FINANCING STATEMENT AGAINST THE ISSUER






























                                      D-3