0000902561-04-000088 Sample Contracts

Exhibit 4.1 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • February 27th, 2004 • Gs Auto Loan Trust 2004-1 • Asset-backed securities • Delaware
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and GOLDMAN SACHS MORTGAGE COMPANY, as Servicer
Sale and Servicing Agreement • February 27th, 2004 • Gs Auto Loan Trust 2004-1 • Asset-backed securities • New York
GOLDMAN SACHS ASSET BACKED SECURITIES CORP. GS AUTO LOAN TRUST 2004-1 PUBLICLY OFFERED ASSET BACKED NOTES Underwriting Agreement
Underwriting Agreement • February 27th, 2004 • Gs Auto Loan Trust 2004-1 • Asset-backed securities

Goldman Sachs Asset Backed Securities Corp., a Delaware corporation (the "Company") proposes to sell to Goldman, Sachs & Co., as representative (the "Representative") of Goldman, Sachs & Co. and Huntington Capital Corp., as underwriters (the "Underwriters"), subject to the terms and conditions stated herein, an aggregate of $1,256,367,000 principal amount of the Notes issued by GS Auto Loan Trust 2004-1, a Delaware statutory trust (the "Trust" or the "Issuer") and specified on Schedule I hereto (the "Publicly Offered Notes"). The Trust will also issue Class D Notes (together with the Publicly Offered Notes, the "Notes") and Certificates (together with the Notes, the "Securities"). The Notes will be issued pursuant to an Indenture, dated as of February 24, 2004, between the Trust and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (the "Indenture Trustee") and will represent obligations of the Trust. The Certificates will be issued pursuant t

RECEIVABLES PURCHASE AGREEMENT between GS WHOLE LOAN TRUST, as Seller, and GOLDMAN SACHS ASSET BACKED SECURITIES CORP., as Purchaser Dated as of February 24, 2004
Receivables Purchase Agreement • February 27th, 2004 • Gs Auto Loan Trust 2004-1 • Asset-backed securities • New York
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