0000950123-06-005769 Sample Contracts

FORM OF TRUST AGREEMENT Between Goldman Sachs Asset Backed Securities Corp., as Company, and [ ] as Owner Trustee Dated as of
Trust Agreement • May 4th, 2006 • Goldman Sachs Asset Backed Securities Corp • Asset-backed securities

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”).

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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 • May 4th, 2006 • Goldman Sachs Asset Backed Securities Corp • Asset-backed securities • New York

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. Settlor and Depositor [Name of ABS] Series _____ - _____ [Class ______ Notes] [Class ______ Notes] [Class _______ Certificates] [Class _______ Certificates]
Underwriting Agreement • May 4th, 2006 • Goldman Sachs Asset Backed Securities Corp • Asset-backed securities • New York

INDENTURE, dated as of , between , a Delaware business trust (the “Issuer” or the “Trust”), and , a banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes and (only to the extent expressly provided herein) the Certificates:

FORM OF SALE AND SERVICING AGREEMENT (OWNER TRUST, VEHICLE LOAN RECEIVABLES)
Sale and Servicing Agreement • May 4th, 2006 • Goldman Sachs Asset Backed Securities Corp • Asset-backed securities • New York

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”).

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