EXHIBIT 10.2



 






Exhibit 10.2




 





RECEIVABLES PURCHASE AGREEMENT




between




GS WHOLE LOAN TRUST II,

as Seller,




and




GOLDMAN SACHS ASSET BACKED SECURITIES CORP.,

as Purchaser




Dated as of August 19, 2005




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
     DEFINITIONS AND USAGE	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II      PURCHASED PROPERTY	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.1
	 	Conveyance of Purchased Property; Intent of the Parties	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.2
	 	Representations and Warranties of the Seller regarding the Receivables	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.3
	 	Repurchase upon Breach	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 2.4
	 	Representations and Warranties as to the Security Interest of the Purchaser in the Receivables	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III      THE SELLER	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 3.1
	 	Representations, Warranties and Covenants of the Seller	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE IV      MISCELLANEOUS PROVISIONS	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 4.1
	 	Amendment	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 4.2
	 	Protection of Title to Trust Property	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 4.3
	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 4.4
	 	Notices	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 4.5
	 	Severability of Provisions	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 4.6
	 	No Waiver; Cumulative Remedies	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 4.7
	 	Third-Party Beneficiaries	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 4.8
	 	Limitation of Liability of Owner Trustee	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 4.9
	 	Transfers Intended as Sale; Security Interest	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 4.10
	 	No Petition	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 4.11
	 	Execution in Counterparts	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 4.12
	 	Headings	 	 	10	 






ii




 









 





     This RECEIVABLES PURCHASE AGREEMENT, dated as of August 19, 2005 (as from time to time
amended, supplemented or otherwise modified and in effect, this “Agreement”), is by and between GS
WHOLE LOAN TRUST II (the “Seller”), a Delaware statutory trust and GOLDMAN SACHS ASSET BACKED
SECURITIES CORP., a Delaware corporation (the “Purchaser”).



     WHEREAS, the Seller desires to sell and the Purchaser desires to purchase a portfolio of
receivables and related property consisting of motor vehicle retail installment sale contracts and
loans;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND USAGE




     Except as otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing
Agreement, dated as of the date hereof, by and among GS Auto Loan Trust 2005-1 (the “Issuer”), the
Purchaser, as Depositor, JPMorgan Chase Bank, National Association, as Indenture Trustee (the
“Indenture Trustee”), and Goldman Sachs Mortgage Company, as Servicer (the “Servicer”).



ARTICLE II




PURCHASED PROPERTY




     SECTION 2.1 Conveyance of Purchased Property; Intent of the Parties. The Seller does
hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser without recourse
(subject to the obligations herein) all right, title and interest of the Seller, whether now owned
or hereafter acquired, in and to the Purchased Property. In consideration of the sale of the
Purchased Property to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on
the Closing Date an agreed price, representing the fair market value of the Purchased Property on
the Closing Date. The sale, transfer, assignment and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by the Purchaser of any obligation of the
Seller or any other Person to the Obligors or any other Person in connection with the Receivables
and the other Purchased Property or any agreement, document or instrument related thereto. The
Seller and the Purchaser intend that the sale, transfer, assignment and conveyance of the Purchased
Property pursuant to this Section 2.1 shall be a sale and not a secured borrowing.



     SECTION 2.2 Representations and Warranties of the Seller regarding the Receivables.
The Seller makes the following representations and warranties with respect to the Receivables, on
which the Purchaser relies in purchasing the Receivables. Such representations and warranties
speak as of the Closing Date, but shall survive the sale, transfer and assignment of the
Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and



      



			
	 
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assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and
Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee
pursuant to the Indenture.





     (i) Schedule of Receivables. No selection procedures adverse to the
Securityholders have been used by the Seller in selecting the Receivables from all
receivables owned by the Seller which meet the selection criteria specified herein.




     (ii) No Sale or Transfer. No Receivable has been sold, transferred, assigned
or pledged by the Seller to any Person other than the Purchaser.




     (iii) Good Title. Immediately prior to the transfer and assignment of the
Receivables to the Purchaser herein contemplated, each Receivable was free and clear
of all Liens created by the Seller; and, immediately upon the transfer thereof, the
Purchaser has either (i) good and marketable title to each Receivable, free and
clear of all of all Liens and rights of others to the extent created by the Seller
and the transfer has been perfected under applicable law or (ii) a first priority
perfected security interest in the Seller’s rights in each Receivable.



     SECTION 2.3 Repurchase upon Breach. (a) Each of the Seller and the Purchaser shall
inform the other promptly, in writing, upon the discovery by it of any breach of the Seller’s
representations and warranties pursuant to Section 2.2 which materially and adversely affects the
interest of the Issuer in any Receivable. Unless the breach shall have been cured by the last day
of the second Collection Period following discovery by or written notice to the Seller of such
breach, the Seller shall repurchase any Receivable for which the interest of the Issuer is
materially and adversely affected by such breach as of such last day (or, at the Purchaser’s
option, the last day of the first Collection Period following the discovery). Any such breach
shall not be deemed to have a material and adverse effect on the interests of the Issuer if such
breach does not affect the ability of the Issuer to receive and retain timely payment in full on
the related Receivable. The Seller shall remit the related Purchase Amount (less any Liquidation
Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable
pursuant to Section 3.3 of the Sale and Servicing Agreement), to or at the direction of the
Purchaser.



          (b) In addition to the foregoing repurchase obligations, if the interest of the Purchaser in
any Receivable is materially and adversely affected by a breach by an Originator of a
representation or warranty relating to such Receivable in an Originator Purchase Agreement, the
Seller shall repurchase such Receivable from the Issuer but only if the Originator shall in fact
repurchase such Receivable. The Seller shall remit the purchase price paid by the Originator with
respect to such Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement to or at the
direction of the Purchaser.




          (c) The sole remedy of the Purchaser with respect to a breach of any of the representations
and warranties referred to in Sections 2.2 shall be the repurchase of the related Receivables
pursuant to Section 2.3.




          (d) With respect to all Receivables purchased pursuant to this Section 2.3, the Purchaser
shall assign to the Seller, without recourse, representation or warranty, all of the




      



					
	 
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Purchaser’s right, title and interest in and to such Receivables and all security and
documents relating thereto.




     SECTION 2.4 Representations and Warranties as to the Security Interest of the Purchaser in
the Receivables. The Seller makes the following representations and warranties to the
Purchaser. The representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the
Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale, transfer and
assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing
Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the
Indenture.



          (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in
the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and
is enforceable as such as against creditors of and purchasers from the Seller.




          (b) The Receivables constitute “tangible chattel paper” within the meaning of Article 9 of the
UCC.




          (c) Immediately prior to its transfer to the Issuer, each Receivable was free and clear of any
Lien created by the Seller.




          (d) The Seller has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Receivables granted to the Purchaser
hereunder. Each such financing statement will contain a statement to the following effect “A
purchase of or security interest in any collateral described in this financing statement will
violate the rights of the Secured Party.”




          (e) Other than the security interest granted to the Purchaser pursuant to this Agreement, the
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any
of the Receivables. The Seller has not authorized the filing of and is not aware of any financing
statements against the Seller that include a description of collateral covering the Receivables
other than any financing statement relating to the security interest granted to the Issuer
hereunder or that has been terminated. The Seller is not aware of any judgment or tax lien filings
against it.




          (f) The contracts that constitute or evidence the Receivables do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed to any Person
other than the Seller or the Issuer.




     Each of the parties hereto agrees that it shall not, without satisfaction of the Rating Agency
Condition, waive any of the representations and warranties in this Section 2.4.



      



					
	 
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ARTICLE III




THE SELLER




     SECTION 3.1 Representations, Warranties and Covenants of the Seller. The Seller makes
the following representations and warranties on which the Purchaser is deemed to have relied in
acquiring the Purchased Property. The representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and
assignment of the Receivables by the Seller to the Purchaser pursuant to this Agreement, the sale,
transfer and assignment of the Receivables by the Purchaser to the Issuer pursuant to the Sale and
Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee
pursuant to the Indenture.



          (a) Organization and Good Standing. The Seller is duly organized and validly existing
as a statutory trust in good standing under the laws of the State of Delaware, with the trust 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) Power and Authority. The Seller has the power and authority to execute and
deliver this Agreement and the other Basic Documents to which it is a party and to carry out their
respective terms; the Seller has full power and authority to sell and assign the property to be
sold, and assigned to the Purchaser, and the Seller shall have duly authorized such sale and
assignment to the Purchaser by all necessary trust action; and the execution, delivery, and
performance of this Agreement and the other Basic Documents to which the Seller is a party have
been duly authorized, executed and delivered by the Seller by all necessary trust action.




          (c) Binding Obligations. This Agreement, when duly executed and delivered by the
Purchaser, constitutes a legal, valid, and binding obligation of the Seller enforceable against the
Seller in accordance with its terms, except as the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating
to or affecting creditors’ rights in general and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.




          (d) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents to which the Seller is a party and the fulfillment of the terms
hereof and thereof 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
organizational documents of the Seller, or conflict with or breach any of the material terms or
provisions of, or constitute (with or without notice or lapse of time) a default under, any
indenture, agreement, or other instrument to which the Seller 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 the Liens created by this
Agreement or any other Basic Document, or (iii) violate any law or, to the best of the Seller’s
knowledge, any order, rule, or regulation applicable to the Seller of any court or of any federal
or state regulatory body, administrative agency, or other governmental instrumentality having
jurisdiction over the Seller.




      



					
	 
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          (e) No Proceedings. There are no legal or governmental proceedings pending, or, to
the best of the Seller’s knowledge, threatened, before any court, regulatory body, administrative
agency, or other governmental instrumentality having jurisdiction over the Seller or its properties
(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to
prevent the issuance of the Securities or the consummation of any of the transactions contemplated
by this Agreement or the other Basic Documents, (iii) seeking any determination or ruling that
would reasonably be expected to materially and adversely affect the performance by the Seller of
its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic
Documents or the Securities or (iv) relating to the Seller and which would reasonably be expected
to adversely affect the federal income tax attributes of the Securities.




ARTICLE IV




MISCELLANEOUS PROVISIONS




     SECTION 4.1 Amendment. (a) Any term or provision of this Agreement may be amended by
the Seller and the Purchaser without the consent of the Indenture Trustee, the Owner 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.



          (b) Any term or provision of this Agreement may be amended by the Seller and the Purchaser but
without the consent of the Indenture Trustee, the Owner 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 Seller, the Purchaser 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.




          (c) Any term or provision of this Agreement may also be amended from time to time by the
Seller and the Purchaser, 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 4.1 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 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




      



					
	 
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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. It shall not be
necessary for the consent of Noteholders or the Certificateholders pursuant to this Section 4.1 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 Noteholders and Certificateholders provided for in this Agreement) and of
evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall
be subject to such reasonable requirements as the Owner Trustee and the Indenture Trustee may
prescribe, including, with respect to the Noteholders, the establishment of record dates pursuant
to the Note Depository Agreement.




          (d) Prior to the execution of any such amendment the Owner Trustee shall provide written
notification of the substance of such amendment to each Rating Agency.




          (e) Promptly after the execution of any such amendment, the Owner Trustee shall furnish
written notification of the substance of such amendment to the Indenture Trustee, each Rating
Agency.




          (f) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the
Indenture 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, if applicable, the
Opinion of Counsel referred to in Section 4.1(a). The Owner Trustee or the Indenture Trustee may,
but shall not be obligated to, enter into any such amendment which affects such Owner Trustee’s or
Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.




     SECTION 4.2 Protection of Title to Trust Property. (a) The Seller shall file such
financing statements and the Issuer shall cause to be filed such continuation statements, all in
such manner and in such places as may be required by law fully to preserve, maintain, and protect
the interest of the Purchaser in the Receivables and in the proceeds thereof. The Owner Trustee
shall deliver (or cause to be delivered) to the Purchaser and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon as available
following such filing. The Seller hereby authorizes the Issuer and the Owner Trustee to file such
continuation statements on its behalf.



          (b) Neither the Seller nor the Purchaser shall change its name, identity, or organizational
structure in any manner that would, could, or might make any financing statement or continuation
statement filed by the Owner Trustee in accordance with paragraph (a) above seriously misleading
within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the
Owner Trustee and the Indenture Trustee at least 5 days’ prior written notice thereof and shall
have promptly filed appropriate amendments to all previously filed financing statements or
continuation statements.




          (c) The Seller and the Purchaser shall give the Owner Trustee and the Indenture Trustee at
least ten (10) days’ prior written notice of any relocation of its principal




      



					
	 
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executive office or change in the jurisdiction under whose laws it is formed if, as a result
of such relocation or change, the applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation statement or of any new financing
statement and shall promptly file any such amendment or new financing statement.




     SECTION 4.3 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.



          (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




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





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




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




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




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



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




     SECTION 4.4 Notices. All demands, notices, and communications under this Agreement
shall be in writing, personally delivered, sent by fax, overnight courier or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given upon receipt at such
address designated in Section 9.4 of the Sale and Servicing Agreement in a written notice



      



					
	 
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to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder or
Certificateholder shall be given by first class mail, postage prepaid, at the address of such
Person as shown in the Note Register or the Certificate Register, as applicable. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Noteholder or Certificateholder shall receive such notice.




     SECTION 4.5 Severability of Provisions. If any one or more of the covenants,
agreements, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining
covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Notes, the
Certificates or the rights of the holders thereof.



     SECTION 4.6 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the parties hereto, the Owner Trustee, the Indenture Trustee, the
Noteholders or the Certificateholders, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges therein provided
are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.




     SECTION 4.7 Third-Party Beneficiaries. This Agreement will inure to the benefit of
and be binding upon the parties hereto, the Indenture Trustee, the Owner Trustee and the Issuer and
their respective successors and permitted assigns and each of the Indenture Trustee, Owner Trustee
and the Issuer may enforce the provisions hereof as if they were parties thereto. Except as
otherwise provided in this Article IV, no other Person will have any right or obligation hereunder.
The parties hereto hereby acknowledge and consent to the assignment of this Agreement by the
Purchaser to the Issuer pursuant to the Sale and Servicing Agreement.



     SECTION 4.8 Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this Agreement has been countersigned by Wilmington Trust Company
not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall Wilmington Trust Company, in its individual capacity or, except as expressly provided
in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of
its duties or obligations hereunder or in the performance of any duties or obligations of the
Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Articles VI and VII of the Trust Agreement.



     SECTION 4.9 Transfers Intended as Sale; Security Interest. (a) Each of the parties
hereto expressly intends and agrees that the transfer of the Purchased Property contemplated and
effected under this Agreement is a complete and absolute sale and transfer of the Purchased
Property rather than a pledge or assignment of only a security interest and shall be given effect
as



      



					
	 
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such for all purposes. It is further the intention of the parties hereto that the Receivables
and other Purchased Property shall not be part of the Seller’s estate in the event of a bankruptcy
or insolvency of the Seller. The sale and transfer by the Seller of Receivables and other
Purchased Property hereunder is and shall be without recourse to, or representation or warranty
(express or implied) by, the Seller, except as otherwise specifically provided herein. The limited
rights of recourse specified herein against the Seller are intended to provide a remedy for breach
of representations and warranties relating to the condition of the property sold, rather than to
the collectibility of the Receivables.




          (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased
Property are held to be property of the Seller, or if for any reason this Agreement is held or
deemed to create indebtedness or a security interest in the Receivables and other Purchased
Property, then it is intended that:





     (i) This Agreement shall be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction;




     (ii) The conveyance provided for in Section 2.1 shall be deemed to be a
grant by the Seller, and the Seller hereby grants, to the Purchaser of a security
interest in all of its right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the Receivables and
other Purchased Property, to secure such indebtedness and the performance of the
obligations of the Seller hereunder;




     (iii) The possession by the Purchaser or its agent of the Receivables Files and
any other property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be “possession by the secured party” or possession by the
purchaser or a person designated by such purchaser, for purposes of perfecting the
security interest pursuant to the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; and




     (iv) Notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed to be
notifications to, or acknowledgments, receipts or confirmations from, bailees or
agents (as applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law.



     SECTION 4.10 No Petition. Each party hereto agrees that, prior to the date which is
one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize
any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy Remote



      



					
	 
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Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of,
its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party,
and (ii) none of the parties hereto shall commence or join with any other Person in commencing any
proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation
or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall
survive the termination of this Agreement.




     SECTION 4.11 Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.



     SECTION 4.12 Headings. The section headings hereof have been inserted for convenience
of reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



[SIGNATURES FOLLOW]




      



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



	 	 	 	 	 	 	 
	 	 	GS WHOLE LOAN TRUST II,  
	 	 	as Seller
	 
	 	 	 	 	 	 
	 	 	By: Goldman Sachs Mortgage Company, its depositor and administrator
	 
	 	 	 	 	 	 
	 	 	By: Goldman Sachs Real Estate Funding Corp., as general partner of Goldman
Sachs Mortgage Company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Marconi	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joseph Marconi	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS ASSET BACKED SECURITIES CORP., as Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Marconi	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joseph Marconi	 	 
	 

	 	 	 	Title: Vice President	 	 






      



					
	 
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	 	Trust II Receivables Purchase Agreement






 









 






WILMINGTON TRUST COMPANY, not

in its individual capacity, but solely as Owner Trustee,

for the purpose of accepting its duties under Sections 4.1 and 4.2



	 	 	 	 	 
	By:

	 	/s/ Emmet R. Harmon	 	 
	Name: Emmet R. Harmon	 	 
	Title: Vice President	 	 






      



					
	 
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	 	Trust II Receivables Purchase Agreement