RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3

RECEIVABLES PURCHASE AGREEMENT

between

GS WHOLE LOAN TRUST III,
as Seller,

and

GOLDMAN SACHS ASSET BACKED SECURITIES CORP.,
as Purchaser

Dated as of August 19, 2005

TABLE OF CONTENTS

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 III (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

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

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.

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 n