Goldman Sachs Asset Backed Securities Corp Sample Contracts

Goldman Sachs Asset Backed Securities Corp – FORM OF SALE AND SERVICING AGREEMENT among [ ] VEHICLE RECEIVABLES TRUST 200[ ]-[ ], as Issuer, [GOLDMAN SACHS ASSET BACKED SECURITIES CORP.], as Company, and [ ], as Servicer Dated as of (June 23rd, 2006)

SALE AND SERVICING AGREEMENT dated as of , among [ ] VEHICLE RECEIVABLES TRUST 200[ ] — [ ], a Delaware business trust (the “Issuer”), [Goldman Sachs Asset Backed Securities Corp.], a Delaware corporation (the “Company”), and , a corporation (the “Servicer”).

Goldman Sachs Asset Backed Securities Corp – Limited Partnership Agreement Of (June 15th, 2006)

This Limited Partnership Agreement of [ ] L.P. is made and entered into, effective [ ], by and between [ ], a Delaware limited liability company (“[ ]"), as the General Partner, and [ ], a Delaware limited partnership ("[ ]"), as the Limited Partner.

Goldman Sachs Asset Backed Securities Corp – FORM OF SALE AND SERVICING AGREEMENT among [ ] VEHICLE RECEIVABLES TRUST 200[ ]-[ ], as Issuer, [GOLDMAN SACHS ASSET BACKED SECURITIES CORP.], as Company, and [ ], as Servicer Dated as of (June 15th, 2006)

SALE AND SERVICING AGREEMENT dated as of , among [ ] VEHICLE RECEIVABLES TRUST 200[ ] - [ ], a Delaware business trust (the “Issuer”), [Goldman Sachs Asset Backed Securities Corp.], a Delaware corporation (the “Company”), and , a corporation (the “Servicer”).

Goldman Sachs Asset Backed Securities Corp – FORM OF TRUST AGREEMENT Between Goldman Sachs Asset Backed Securities Corp., as Company, and [ ] as Owner Trustee Dated as of (May 4th, 2006)

TRUST AGREEMENT dated as of , between Goldman Sachs Asset Backed Securities Corp. , a Delaware corporation (the “Company”), and , a [ ] banking corporation, as owner trustee (the “Owner Trustee”).

Goldman Sachs Asset Backed Securities Corp – FORM OF SALE AND SERVICING AGREEMENT (OWNER TRUST, VEHICLE LOAN RECEIVABLES) (May 4th, 2006)

SALE AND SERVICING AGREEMENT dated as of , among [ ] VEHICLE RECEIVABLES TRUST 200[ ] - [ ], a Delaware business trust (the “Issuer”), [Goldman Sachs Asset Backed Securities Corp.], a Delaware corporation (the “Company”), and , a corporation (the “Servicer”).

Goldman Sachs Asset Backed Securities Corp – FORM OF RECEIVABLES PURCHASE AGREEMENT Dated as of [ ], 200[ ] between [Goldman Sachs Asset Backed Securities Corp.], as Company and [SELLER NAME], as Seller [ ] VEHICLE RECEIVABLES TRUST 200[ ]-[ ] (May 4th, 2006)

RECEIVABLES PURCHASE AGREEMENT, dated as of , 200[ ], by and between [SELLER NAME], a corporation (the “Seller”), and Goldman Sachs Asset Backed Securities Corp., a Delaware corporation the (“Company”).

Goldman Sachs Asset Backed Securities Corp – FORM OF INDENTURE (OWNER TRUST, FIXED RATE NOTES, VEHICLE RECEIVABLES) (May 4th, 2006)

INDENTURE dated as of , between VEHICLE RECEIVABLES TRUST 200 - , a Delaware business trust (the “Issuer”), and , a banking corporation, as trustee and not in its individual capacity (the “Indenture Trust”).

Goldman Sachs Asset Backed Securities Corp – GSALT 2005-1 (including Ford, Huntington, OSB) as of 7/31/05 (August 11th, 2005)
Goldman Sachs Asset Backed Securities Corp – Contract (August 11th, 2005)

All information in this Term Sheet, whether regarding assets backing any securities discussed herein or otherwise, will be superseded by the information contained in the final Prospectus Supplement and Prospectus for any securities actually sold to you.

Goldman Sachs Asset Backed Securities Corp – ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY (February 9th, 2004)

EXHIBIT 99.1 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. FEBRUARY 9, 2004 $1,256,367,000 GS AUTO LOAN TRUST 2004-1 GOLDMAN SACHS ASSET BACKED SECURITIES CORP., DEPOSITOR OVERVIEW OF THE OFFERED NOTES --------------------------------------------------------------------------------------------------------------------------- INITIAL CLASS OF PRINCIPAL BALANCE CREDIT ESTIMATED AVG. PRINCIPAL PAYMENT FINAL SCHEDULED MOODY'S AND S&P NOTES(1) SUPPORT COUPON LIFE (YRS)(2) WINDOW(2) PAYM

Goldman Sachs Asset Backed Securities Corp – ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY (February 6th, 2004)

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. FEBRUARY 6, 2004 $1,255,522,000 (APPROXIMATE) GS AUTO LOAN TRUST 2004-1 GOLDMAN SACHS ASSET BACKED SECURITIES CORP., DEPOSITOR OVERVIEW OF THE OFFERED NOTES ----------------------------- --------------------------------------------------------------------------------------------------------------------------- INITIAL CLASS OF PRINCIPAL BALANCE CREDIT ESTIMATED AVG. PRINCIPAL PAYMENT FINAL SCHEDULED MOODY'S AND S&P NOTES(1) (APPROXIMATE) CSUPPORT COUPON LIFE (YRS)(2) WINDOW(2) PAYME

Goldman Sachs Asset Backed Securities Corp – ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY (February 2nd, 2004)

Exhibit 99.1 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU. FEBRUARY 2, 2004 $1,255,522,000 (APPROXIMATE) GS AUTO LOAN TRUST 2004-1 GOLDMAN SACHS ASSET BACKED SECURITIES CORP., DEPOSITOR OVERVIEW OF THE OFFERED NOTES --------------------------------------------------------------------------------------------------------------------------- PRINCIPAL INITIAL CLASS OF BALANCE CREDIT ESTIMATED AVG. PRINCIPAL PAYMENT FINAL SCHEDULED MOODY'S AND S&P NOTES(1) (APPROXIMATE) SUPPORT

Goldman Sachs Asset Backed Securities Corp – AMENDED AND RESTATED TRUST AGREEMENT (May 9th, 2003)

Exhibit 4.2.1 ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT between GOLDMAN SACHS ASSET BACKED SECURITIES CORP., as Depositor and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of April 1, 2003 =============================================================================== TABLE OF CONTENTS Page ---- ARTICLE I DEF

Goldman Sachs Asset Backed Securities Corp – Underwriting Agreement (May 9th, 2003)

Exhibit 1.1 GOLDMAN SACHS ASSET BACKED SECURITIES CORP. GS AUTO LOAN TRUST 2003-1 PUBLICLY OFFERED ASSET BACKED NOTES _________ Underwriting Agreement April 17, 2003 Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: Goldman Sachs Asset Backed Securities Corp., a Delaware corporation (the "Company") proposes to cause GS Auto Loan Trust 2003-1, a Delaware statutory trust (the "Trust" or the "Issuer"), to issue and sell to you (the "Underwriter"), subject to the terms and conditions stated herein, an aggregate of $522,369,000 principal amount of the Notes of the Issuer specified on Schedule I hereto (the "Publicly Offered Notes"). The Trust will a

Goldman Sachs Asset Backed Securities Corp – INDENTURE (May 9th, 2003)

Exhibit 4.1.1 =============================================================================== INDENTURE between GS AUTO LOAN TRUST 2003-1, as Issuer and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of April 1, 2003 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Goldman Sachs Asset Backed Securities Corp – SALE AND SERVICING AGREEMENT (May 9th, 2003)

Exhibit 10.1 SALE AND SERVICING AGREEMENT among GS AUTO LOAN TRUST 2003-1, Issuer, GOLDMAN SACHS ASSET BACKED SECURITIES CORP., Depositor, GOLDMAN SACHS MORTGAGE COMPANY, Seller, THE HUNTINGTON NATIONAL BANK, Servicer and JPMORGAN CHASE BANK, Indenture Trustee Dated as of April 1, 2003 TABLE OF CONTENTS ARTICLE I DEFINITIONS..........................................

Goldman Sachs Asset Backed Securities Corp – GOLDMAN SACHS MORTGAGE COMPANY, (May 9th, 2003)

Exhibit 10.3 GOLDMAN SACHS MORTGAGE COMPANY, AS PURCHASER AND THE HUNTINGTON NATIONAL BANK, AS SELLER AND AS SERVICER PURCHASE AND SERVICING AGREEMENT DATED AS OF FEBRUARY 28, 2003 TABLE OF CONTENTS ARTICLE I DEFINITIONS..............................................................................................2 Section 1.01 Definitions............................................................................2 Section 1.02 Other Definitional Provisions.........................................................12

Goldman Sachs Asset Backed Securities Corp – COLLATERAL TERM SHEETS (April 9th, 2003)

EXHIBIT 99 COLLATERAL TERM SHEETS All information in this Term Sheet, whether regarding assets backing any securities discussed herein or otherwise, will be superseded by the information contained in the final Prospectus Supplement and Prospectus (or in the case of the Class D Notes, the private placement memorandum) for any securities actually sold to you. April 7, 2003 $522,369,000 GS Auto Loan Trust 2003-1 Goldman Sachs Asset Backed Securities Corp., Depositor Overview of the Offered Notes ----------------------------- --------------------------------------------------------------------------------------------------------------------------- Initial Estimated Principal Class of Principal Credit Avg.

Goldman Sachs Asset Backed Securities Corp – FORM OF POOLING AND SERVICING AGREEMENT (December 17th, 2002)

EXHIBIT 4.2.10 FORM OF POOLING AND SERVICING AGREEMENT (EQUIPMENT SECURITIES) POOLING AND SERVICING AGREEMENT among [ ] EQUIPMENT TRUST SECURITIES [ ] as Issuer, Goldman Sachs Asset Backed Securities Corp. as Depositor, [ ] in its individual capacity and [ ] in its individual capacity and as Servicer Dated as of [ , ] TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01

Goldman Sachs Asset Backed Securities Corp – FORM OF REFERENCE AGREEMENT (December 17th, 2002)

EXHIBIT 4.3.6 FORM OF REFERENCE AGREEMENT (REMIC, FIXED/FLOATING RATE CERTIFICATES, MORTGAGE LOANS) GOLDMAN SACHS ASSET BACKED SECURITIES CORP., Depositor [NAME OF MASTER SERVICER], Master Servicer and [NAME OF TRUSTEE], Trustee ___________________________________ REFERENCE AGREEMENT incorporating by reference STANDARD TERMS AND CONDITIONS OF POOLING AND SERVICING Dated as of [ ], 200_ ___________________________________ Conduit Mortgage Pass-Through Certificates

Goldman Sachs Asset Backed Securities Corp – FORM OF LOAN SALE AGREEMENT AMONG THE SELLER, THE DEPOSITOR, (December 17th, 2002)

EXHIBIT 4.2.7 FORM OF LOAN SALE AGREEMENT AMONG THE SELLER, THE DEPOSITOR, THE TRUST AND THE ELIGIBLE LENDER TRUSTEE (STUDENT LOAN) LOAN SALE AGREEMENT among [___________________________________] STUDENT LOAN TRUST [______], as Issuer, [Goldman Sachs Asset Backed Securities Corp.], as Seller, [________________________________], as Trustee for [__________________________], and [______________________________], not in its individual capacity but solely as Eligible Lender Trustee Dated as of [_______________] LOAN SALE AGREEMENT dated as of [_______________], among [_______ ____________

Goldman Sachs Asset Backed Securities Corp – FORM OF POOLING AND SERVICING AGREEMENT (December 17th, 2002)

EXHIBIT 4.2.11 FORM OF POOLING AND SERVICING AGREEMENT (DEALER FLOORPLAN SECURITIES) POOLING AND SERVICING AGREEMENT BETWEEN [ ] SELLER AND SERVICER AND [Goldman Sachs Asset Backed Securities Corp.] PURCHASER DATED AS OF _____________ __________________ TRUST __ TABLE OF CONTENTS ARTICLE I DEFINITIONS.............................................................................................1 Section 1.01 Definitions.................................................................................1

Goldman Sachs Asset Backed Securities Corp – (OWNER TRUST, FIXED RATE NOTES, VEHICLE RECEIVABLES) (December 17th, 2002)

EXHIBIT 4.1.1 FORM OF INDENTURE (OWNER TRUST, FIXED RATE NOTES, VEHICLE RECEIVABLES) FORM OF INDENTURE between ___________ VEHICLE RECEIVABLES TRUST 200 -__. as Issuer and _____________________________, as Indenture Trustee Dated as of ______________ TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference..............................................................1 SECTION

Goldman Sachs Asset Backed Securities Corp – FORM OF POOLING AND SERVICING AGREEMENT (December 17th, 2002)

EXHIBIT 4.2.6 FORM OF POOLING AND SERVICING AGREEMENT (REMIC, FIXED/FLOATING RATE CERTIFICATES, MORTGAGE LOANS) GOLDMAN SACHS ASSET BACKED SECURITIES CORP., Depositor and [NAME OF TRUSTEE], Trustee POOLING AND SERVICING AGREEMENT Dated as of __________, 200_ relating to CONDUIT MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200_ TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Goldman Sachs Asset Backed Securities Corp – FORM OF SALE AND SERVICING AGREEMENT (December 17th, 2002)

EXHIBIT 10.2.1 FORM OF SALE AND SERVICING AGREEMENT (OWNER TRUST, VEHICLE LOAN RECEIVABLES) FORM OF SALE AND SERVICING AGREEMENT among [ ] VEHICLE RECEIVABLES TRUST 200[ ]-[ ], as Issuer, [GOLDMAN SACHS ASSET BACKED SECURITIES CORP.], as Company, and [ ], as Servicer Dated as of _______________ TABLE OF CONTENTS Page ARTICLE I Definitions Section 1.01 Definitions.............................................1 Section 1.02

Goldman Sachs Asset Backed Securities Corp – FORM OF POOLING AND SERVICING AGREEMENT (CREDIT CARD SECURITIES) (December 17th, 2002)

EXHIBIT 4.2.12 FORM OF POOLING AND SERVICING AGREEMENT (CREDIT CARD SECURITIES) FORM OF POOLING AND SERVICING AGREEMENT among [Goldman Sachs Asset Backed Securities Corp.], as Company, [ ], as Servicer and [ ], as Trustee on behalf of the Certificateholders Dated as of ___________ [ ] AUTO RECEIVABLES TRUST 200__ ___% Asset Backed Certificates, Class A ___% Asset Backed Certificates, Class B Table of Contents Page

Goldman Sachs Asset Backed Securities Corp – FORM OF TRUST AGREEMENT AMONG THE DEPOSITOR, THE (December 17th, 2002)

EXHIBIT 4.4.7 FORM OF TRUST AGREEMENT AMONG THE DEPOSITOR, THE SELLER AND THE TRUSTEE (EQUIPMENT SECURITIES) TRUST AGREEMENT between Goldman Sachs Asset Backed Securities Corp. as Trust Depositor, and [ ] as Owner Trustee Dated as of [ ] [ ] EQUIPMENT SECURITIES [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS....................................................

Goldman Sachs Asset Backed Securities Corp – FORM OF TRUST AGREEMENT (December 17th, 2002)

EXHIBIT 4.4.4 FORM OF TRUST AGREEMENT (DEALER FLOORPLAN SECURITIES) TRUST AGREEMENT BETWEEN GOLDMAN SACHS ASSET BACKED SECURITIES CORP. SELLER AND [ ] OWNER TRUSTEE DATED AS OF [ ], 20[ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................

Goldman Sachs Asset Backed Securities Corp – FORM OF RECEIVABLES PURCHASE AGREEMENT (VEHICLE LOAN RECEIVABLES) (December 17th, 2002)

EXHIBIT 10.1.1 FORM OF RECEIVABLES PURCHASE AGREEMENT (VEHICLE LOAN RECEIVABLES) FORM OF RECEIVABLES PURCHASE AGREEMENT Dated as of [ ], 200[ ] between [Goldman Sachs Asset Backed Securities Corp.], as Company and [SELLER NAME], as Seller [ ] VEHICLE RECEIVABLES TRUST 200[ ]-[ ] RECEIVABLES PURCHASE AGREEMENT, dated as of _______, 200[ ], by and between [SELLER NAME], a _________ corporation (the "Seller"), and Goldman Sachs Asset Backed Securities Corp., a Delaware corporation the ("Company"). W I T N E S S E T H: WHEREAS, the Company desires to purchase the Receivables (hereinafter defined) from Seller; WHEREAS, the Seller desir

Goldman Sachs Asset Backed Securities Corp – FORM OF REFERENCE AGREEMENT (December 17th, 2002)

EXHIBIT 4.3.3 FORM OF REFERENCE AGREEMENT (GRANTOR TRUST/REMIC, FIXED RATE/INTEREST ONLY CERTIFICATES, MANUFACTURED HOUSING CONTRACTS) GOLDMAN SACHS ASSET BACKED SECURITIES CORP. Depositor [NAME OF MASTER SERVICER] Master Servicer and [NAME OF TRUSTEE] Trustee ---------------------------------- REFERENCE AGREEMENT incorporating by reference STANDARD TERMS AND CONDITIONS OF POOLING AND SERVICING Dated as of , 200__ ---------------------------------- Class A and Class B

Goldman Sachs Asset Backed Securities Corp – FORM OF RECEIVABLES PURCHASE AGREEMENT (December 17th, 2002)

EXHIBIT 10.1.2 FORM OF MASTER SELLER'S WARRANTY AND SERVICING AGREEMENT (MORTGAGE LOANS) =============================================================================== FORM OF RECEIVABLES PURCHASE AGREEMENT Dated as of [ ], 200[ ] [ ] CARD ACCOUNT MASTER TRUST SERIES 200[ ]-[ ] [Goldman Sachs Asset Backed Securities Corp.], and [SELLER NAME], =============================================================================== TABLE OF CONTENTS Page [To Come] RECEIVABLES PURCHASE AGREEMENT, dated as of _______, 200[ ], by and between [SELLER NAME], a [ ] [corporation] [banking association] (t

Goldman Sachs Asset Backed Securities Corp – FORM OF REFERNCE AGREEMENT (December 17th, 2002)

EXHIBIT 4.3.4 FORM OF REFERNCE AGREEMENT (GRANTOR TRUST, FIXED RATE CERTIFICATES, MORTGAGE LOANS) GOLDMAN SACHS ASSET BACKED SECURITIES CORP., Depositor [MASTER SERVICER NAME], Master Servicer and [TRUSTEE NAME], Trustee REFERENCE AGREEMENT incorporating by reference CERTAIN STANDARD TERMS AND CONDITIONS OF POOLING AND SERVICING Dated as of [ ], 200[ ] Conduit Mortgage Pass-Through Certificates, Series ___ [___]% Pass-Through Rate TABLE OF CONTENTS Section

Goldman Sachs Asset Backed Securities Corp – FORM OF TRUST AGREEMENT (CREDIT CARD SECURITIES) (December 17th, 2002)

EXHIBIT 4.4.8 FORM OF TRUST AGREEMENT (CREDIT CARD SECURITIES) FORM OF TRUST AGREEMENT between Goldman Sachs Asset Backed Securities Corp., as Company, and [---------------------] as Owner Trustee Dated as of _________________ TABLE OF CONTENTS ARTICLE I Definitions........................................................................1 SECTION 1.01. Defined Terms...................................................................1 SECTION 1.02. Other Definitional Provisions.............................................

Goldman Sachs Asset Backed Securities Corp – (OWNER TRUST, FIXED RATE NOTES, VEHICLE SECURITIES) (December 17th, 2002)

EXHIBIT 4.1.2 FORM OF INDENTURE (OWNER TRUST, FIXED RATE NOTES, VEHICLE SECURITIES) [FORM OF INDENTURE] between [ ] VEHICLE RECEIVABLES SECURITIES TRUST 200_-_. as Issuer and -----------------------------, as Indenture Trustee Dated as of ______________ TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference.........................................

Goldman Sachs Asset Backed Securities Corp – FORM OF INDENTURE BETWEEN THE TRUST AND THE INDENTURE TRUSTEE (December 17th, 2002)

EXHIBIT 4.1.4 FORM OF INDENTURE BETWEEN THE TRUST AND THE INDENTURE TRUSTEE (OWNER TRUST, STUDENT LOAN SECURITIES) INDENTURE between [ ] STUDENT LOAN TRUST [ ] as Issuer and [ ] as Indenture Trustee Dated as of [ ] TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND USAGE.......................................................................................2 SECTION 1.01. Definitions And Usage..