GS Auto Loan Trust 2005-1
This Annual Report on Form 10-K (the  "Report") is filed with respect to GS Auto Loan Trust 2005-1 (the "Trust"), a Delaware statutory trust formed pursuant an Amended  and  Restated  Trust  Agreement,  dated as of August 19,  2005  (the "Trust  Agreement"), between  Goldman Sachs Asset Backed  Securities  Corp. (the "Depositor")  and  Wilmington  Trust  Company,  as  owner  trustee  (the  "Owner Trustee").  The Trust issued  $1,291,002,000  in aggregate  principal  amount of asset-backed  notes,  classes  A-1,  A-2,  A-3,  A-4,  B, C and D (the  "Notes") pursuant to an Indenture, dated as of August 19, 2005 (the "Indenture"), between the Trust and JPMorgan Bank,  National  Association,  as indenture  trustee (the "Indenture Trustee").
The  principal  assets  of the  Trust  are a pool of motor  vehicle  retail installment  sales contracts and loans (the  "Receivables")  that are secured by new and used automobiles and lightduty trucks.  Selected  information related to the  Receivables,  including  the  number  and  aggregate  principal  amount  of delinquent  Receivables,  and information  relating to the delinquency rates and net losses on the  Receivables at and for the year ending  December 31, 2005, is set forth in Tables 1 and 2 below:  Table 1. Selected Information Related to the Receivables.  Beginning Pool Balance (receivables balance as of August 2005 collection period)                    $ 1,316,680,348.05  Ending Pool Balance (receivables balance as of December 2005 collection period)                        $ 1,076,859,595.31  Change in Pool Balance (from August 2005 to December 2005 collection periods)        $   239,820,752.74  Total Principal Losses                                  $     7,550,835.30  Total Recovery and Net Liquidation Proceeds             $     2,620,613.14  Total Net Losses                                        $     4,930,222.16  Table 2. Delinquency Information Related to the Receivables  Number of Delinquent Receivables as of end of December 2005 Collection Period         30 - 59 days                                    518         60 - 89 days                                    121         90 + days                                       106  Total Delinquent Receivables                            745  Repossessions                                           82 Total Delinquencies and Repossessions                   827  Principal Balance of Delinquent Receivables as of end of December 2005 Collection Period         30 - 59 days                                   $ 8,796,720.01         60 - 89 days                                   $ 2,060,891.19         90 + days                                      $ 1,825,863.83  Total Delinquent Receivables                           $12,683,475.03  Repossessions                                          $ 1,674,569.53 Total Delinquencies and Repossessions                  $14,358,044.56  Delinquent Receivables Percentage (as a percentage of receivable balance as of end of December 2005 Collection Period)         30 - 59 days                                    0.82%         60 - 89 days                                    0.19%         90 + days                                       0.17%  Total Delinquent Receivables                            1.18%  Repossessions                                           0.16% Total Delinquencies and Repossessions                   1.33%
The Registrant is not aware of any material legal  proceeding  with respect to the  Trust,  or to the  extent  relating  to the Trust,  the  Depositor,  the Indenture Trustee,  Goldman Sachs Mortgage Company (the "Servicer") or the Owner Trustee,  which were  pending  at  December  31,  2005 or as of the date of this report.
No votes or consents of holders of the Notes were solicited during the 2005 fiscal year for any purpose.                                       PART II
There are 66 (sixty-six) holders of the notes issued by the Trust. There is no principal market in which the notes are traded.
Not applicable.
Not applicable.
Not applicable.
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None.
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None.                                          PART III
Not applicable.
Not applicable.
Not applicable.
None.
Not applicable.                                       PART IV
(a) (1) Not applicable.              (2) Not applicable.              (3) The exhibits filed in response to Item 601 of Regulation S-K                 are listed in the Exhibit Index.          (b) Current Reports on Forms 8-K during the year ending             December 31, 2005:          Period                          Items Reported         ------                          --------------          September 15, 2005*      Items 8.01, 9.01, Monthly Servicer's Report**         October 17, 2005*        Items 8.01, 9.01, Monthly Servicer's Report**         November 15, 2005*       Items 8.01, 9.01, Monthly Servicer's Report**         December 15, 2005*       Items 8.01, 9.01, Monthly Servicer's Report**          *Filed March 1, 2006         **Incorporated by reference          (c) The exhibits filed in response to Item 601 of Regulation S-K are             listed on the Exhibit Index.          (d) Not applicable.                                        SIGNATURES       Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.  Date: March 30, 2006          GOLDMAN SACHS ASSET BACKED SECURITIES CORP.                                By:  /s/ Daniel L. Sparks                                    ----------------------------------------                               Name:  Daniel L. Sparks                               Title: President  Date: March 30, 2006          GS AUTO LOAN TRUST 2005-1                                By:  Goldman Sachs Asset Backed                                   Securities Corp., as Depositor                                By:  /s/ Daniel L. Sparks                                    ----------------------------------------                               Name:  Daniel L. Sparks                               Title: President     SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.  The  registrant  has not sent an annual report or proxy material to its security holders.  The registrant  will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.                                    INDEX TO EXHIBITS  Exhibit No.     Document Description - -------------   --------------------  Exhibit 31.1    Certification Pursuant to Section 302(a) of the Sarbanes-Oxley                 Act of 2002 (Depositor)  Exhibit 99.1    Annual Servicer's Statement as to Compliance for the year ended                 December 31, 2005 (Goldman Sachs Mortgage Company)  Exhibit 99.2    Annual Independent Accountant's Report in Respect of Servicing                 for the year ended December 31, 2005                 (Goldman Sachs Mortgage Company)  Exhibit 99.3    Annual Servicer's Statement as to Compliance for the year ended                 December 31, 2005 (The Huntington National Bank)  Exhibit 99.4    Report of Independent Registered Public Accounting Firm in                 Respect of Servicing for the year ended December 31, 2005                 (The Huntington National Bank)  Exhibit 99.5    Annual Servicer's Statement as to Compliance for the year ended                 December 31, 2005 (Ford Motor Credit Company)  Exhibit 99.6    Annual Independent Accountant's Report in Respect of Servicing                 for the year ended December 31, 2005 (Ford Motor Credit Company)  Exhibit 99.7    Annual Servicer's Statement as to Compliance for the year ended                 December 31, 2005 (Systems & Services Technologies, Inc.)  Exhibit 99.8    Annual Independent Accountant's Report in Respect of Servicing                 for the year ended December 31, 2005 (Systems & Services                 Technologies, Inc.)  Exhibit 99.9    Annual Aggregate Statement containing information relating to                 the Receivables and the Accounts for the Collection Periods from                 and including September 2005 through December 2005.                                          EXHIBIT 31.1                     CERTIFICATION PURSUANT TO SECTION 302(A)                         OF THE SARBANES-OXLEY ACT OF 2002                                     (Depositor)                                   March 30, 2006       I, Daniel L.  Sparks,  President of Goldman  Sachs Asset Backed  Securities Corp., as Depositor, certify that:       1. I have reviewed this annual report on Form 10-K ("Annual  Report"),  and all  reports  on  Form 8-K   containing   distribution   or  servicing   reports (collectively  with this  Annual  Report,  the  "Reports")  filed in  respect of periods  included  in the year  covered by this Annual  Report,  of GS Auto Loan Trust 2005-1;       2. Based on my knowledge, the information in the Reports, taken as a whole, does not  contain  any untrue  statement  of a material  fact or omit to state a material  fact  necessary  to  make  the  statements   made,  in  light  of  the circumstances  under which such  statements  were made, not misleading as of the last day of the period covered by this Annual Report;       3.  Based  on my  knowledge,  the  distribution  or  servicing  information required to be provided  to the  trustee by the  servicer  under the pooling and servicing,  or similar  agreement,  for  inclusion in the Reports is included in these Reports;       4. I am responsible for reviewing the activities  performed by the servicer under the  pooling  and  servicing,  or  similar,  agreement  and based  upon my knowledge and the annual  compliance  review required under that agreement,  and except as disclosed in those Reports, the servicer has fulfilled its obligations under that agreement; and       5. The  Reports  disclose  all  significant  deficiencies  relating  to the servicer's compliance with the minimum servicing standards based upon the report provided by an  independent  public  accountant,  after  conducting  a review in compliance with the Uniform Single  Attestation  Program for Mortgage Bankers or similar  procedure,  as set  forth in the  pooling  and  servicing,  or  similar agreement, that is included in the Reports.       In giving the certifications above, I have reasonably relied on information provided  to me by the  following  unaffiliated  parties:  JPMorgan  Chase Bank, National Association,  as Indenture Trustee,  Goldman Sachs Mortgage Company, as Servicer,  The Huntington National Bank, as a Receivables  Servicer,  Ford Motor Credit Company, as a Receivables Servicer and Systems and Services Technologies, Inc., as a Receivables Servicer.       IN WITNESS WHEREOF, the undersigned has executed this certificate as of the day and year first above written.                                       By:    /s/ Daniel L. Sparks                                            -------------------------                                     Name:  Daniel L. Sparks                                     Title: President                                        EXHIBIT 99.1                    Annual Servicer's Statement of Compliance                         (Goldman Sachs Mortgage Company)                                -----------------                         ANNUAL STATEMENT AS TO COMPLIANCE                             GS AUTO LOAN TRUST 2005-1                                   March 30, 2006       I, Daniel L. Sparks,  Vice  President of Goldman Sachs Real Estate  Funding Corp., the general partner of Goldman Sachs Mortgage  Company,  as Servicer (the "Servicer"), certify that:      (i)   a review  of  the  activities  of  the Servicer during the period from           August  19,  2005  to  and  including  December  31, 2005,  and of its           performance under the Sale and Servicing Agreement, dated as of August           19, 2005 (the "Sale and Servicing Agreement"), by  and  among  GS Auto           Loan  Trust  2005-1,  Goldman  Sachs  Asset  Backed  Securities Corp.,           JPMorgan  Chase  Bank, National Association and the Servicer, has been           made under my supervision; and      (ii)  to the best of  my  knowledge, based on such review, the  Servicer has           fulfilled  all  of  its  obligations  under  the  Sale  and  Servicing           Agreement throughout such period.       IN WITNESS WHEREOF, the undersigned has executed this certificate as of the day and year first above written.                                        By:     /s/ Daniel L. Sparks                                             ------------------------                                     Name:   Daniel L. Sparks                                     Title:  Vice President                                        EXHIBIT 99.2          Annual Independent Accountant's Report in Respect of Servicing                       for the year ended December 31, 2005                         (Goldman Sachs Mortgage Company)                                 ----------------                            Report of Independent Accountants  To Goldman Sachs Mortgage Company   We have examined  management's  assertion about Goldman Sachs Mortgage Company's (the "Company")  compliance with the minimum servicing  standards  identified in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS ("USAP") to the extent such procedures are applicable as of and  for  the  year  ended  December  31,  2005,  included  in the  accompanying Management's  Assertion on Compliance  with Goldman Sachs Auto Loan Trust 2005-1 Minimum Servicing  Standards,  dated March 30, 2006. All servicing functions are performed by various  other  subservicers.  Management  is  responsible  for the Company's compliance with those minimum servicing standards.  Our responsibility is  to  express  an  opinion  on  management's  assertion  about  the  Company's compliance  based  on our  examination.  We did not  examine  the  subservicers' compliance with the minimum servicing standards that they are responsible for as described in Appendix I to  Management's  Assertion on  Compliance  with Goldman Sachs Auto Loan Trust 2005-1  Minimum  Servicing  Standards.  The  subservicers' compliance  with  those  minimum  servicing  standards  was  examined  by  other accountants whose reports have been furnished to us, and our opinion, insofar as it relates to the  subservicers'  compliance,  is based  solely on the report of such other accountants.  Our examination was made in accordance with attestation standards established by the  American  Institute  of  Certified  Public  Accountants  and,  accordingly, included  examining,  on a test basis,  evidence about the Company's  compliance with the minimum servicing  standards and performing such other procedures as we considered  necessary  in the  circumstances.  We believe  that our  examination provides a reasonable basis for our opinion.  Our examination does not provide a legal  determination  on the  Company's  compliance  with the minimum  servicing standards.  In our  opinion,  management's  assertion  that the  Company  complied  with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.   /s/ PricewaterhouseCoopers LLP - ------------------------------ March 29, 2006                        Management's Assertion On Compliance With                       Goldman Sachs Auto Loan Trust 2005-1                            Minimum Servicing Standards   March 30, 2006  As of and for the year ended December 31, 2005,  Goldman Sachs Mortgage  Company (the  "Company")  has  complied,  in all material  respects,  with the Company's established  minimum  servicing  standards,  as set  forth  in  Appendix  I, for servicing the securities in the Goldman Sachs Auto Loan Trust 2005-1.   By: /s/ Daniel L. Sparks     ----------------------------------- Name: Daniel L. Sparks Title: Vice President Company: Goldman Sachs Mortgage Company                                        APPENDIX I                        Goldman Sachs Auto Loan Trust 2005-1                            Minimum Servicing Standards                      intended for use in connection with the                        Annual Accountant's Report ("AAR")   Below are Goldman Sachs Mortgage  Company's minimum servicing  standards for the Goldman  Sachs  Auto Loan Trust  2005-1  (the  "Issuer")  as  identified  in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE  BANKERS  ("USAP"),  to the extent such procedures are applicable as of and for the year ended  December 31, 2005. The  Huntington  National Bank,  Ford Motor Credit  Company and Systems & Services  Technologies,  Inc.  each act as a servicer  on behalf of the Issuer  and have  agreed to comply  with the  minimum servicing standards.   GOLDMAN SACHS MORTGAGE COMPANY'S MINIMUM SERVICING STANDARDS:  I.  The Huntington National Bank (the "Bank")*  As of and for the year ended  December 31, 2005,  the Bank has complied,  in all material respects,  with the Bank's established  minimum servicing standards for automobile  loans as set forth below.  The  standards  are based on the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS,  modified to address the unique characteristics of servicing automobile loans.  A.  PAYMENTS      1. The Bank shall ensure that  payments  shall be  deposited  into  the bank        accounts and related bank  clearing  accounts within two business days of        receipt.      2. The  Bank  shall  ensure  that  payments  made  in  accordance  with  the        borrower's  loan  documents  shall  be  posted to the  applicable account        records within two business days of receipt.      3. The Bank shall ensure that payments  shall  be allocated to principal and        interest in accordance with the loan documents.      4. The Bank shall ensure  that payments  identified as loan payoffs shall be        allocated in accordance with the loan documents.  B.  DISBURSEMENTS      1. The Bank shall ensure that disbursements made via wire transfer on behalf        of a borrower or investor shall be made only by authorized personnel.      2. The Bank  shall ensure  that disbursements made on behalf of the borrower        or investor shall be  posted within two  business days to  the account or        investor's records maintained by the servicing entity.      3. The  Bank  shall  ensure  that  amounts  remitted  to  investors  per the        servicer's investor reports  shall  agree with cancelled checks, or other        form of payment, or bank statements.  C.  INVESTOR ACCOUNTING AND REPORTING      1. The Bank's investor reports shall agree with, or reconcile to, the Bank's        records.  The Bank's  investor  reports  are  sent to  the investors on a        monthly basis listing the  total unpaid  principal balance  and number of        loans serviced.  D.  DELINQUENCIES  The Bank shall  ensure that  records  documenting  collection  efforts  shall be maintained  during the period a loan is in default and shall be updated at least monthly.  Such records  shall  describe the entity's  activities  in  monitoring delinquent  loans  including,  for  example,  phone  calls,  letters and payment rescheduling  plans in cases where the  delinquency is deemed  temporary  (e.g., illness or unemployment).  * The Huntington  National Bank's minimum servicing standard related to Investor Accounting  and Reporting has been revised to include the first  sentence  under III. (1) above,  which was inadvertently  omitted from Appendix I, as previously reported.  II. Ford Motor Credit Company ("Ford Credit")  As of and for the year ended December 31, 2005,  Ford Credit has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS, to the extent such procedures are applicable.  III.Systems & Services Technologies, Inc. ("SST")  As of and for the year ended December 31, 2005, SST has complied in all material respects with the minimum servicing  standards set forth in the Mortgage Bankers Association  of  America's  UNIFORM  SINGLE  ATTESTATION  PROGRAM  FOR  MORTGAGE BANKERS, to the extent such procedures are applicable.                                         EXHIBIT 99.3                     Annual Servicer's Statement of Compliance                          (The Huntington National Bank)                                 ----------------                           SERVICER'S ANNUAL CERTIFICATION        The undersigned, duly authorized representative of The Huntington National Bank  ("Huntington"),  as  servicer  (the  "Servicer")  pursuant to the Sale and Servicing Agreement dated as of March 15, 2005 as amended from time to time (the "Sale and Servicing Agreement"),  among GS Auto Loan Trust 2005-1 as issuer (the "Issuer"),  Goldman Sachs Mortgage Company  ("GSMC"),  as seller,  Goldman Sachs Asset Backed  Securities Corp., as depositor (the  "Depositor"),  Huntington and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), does hereby certify that based on the knowledge of the undersigned:  1.    Huntington is Servicer under the Sale and Servicing Agreement.  2.    The  undersigned  is  duly  authorized  pursuant to the Sale and Servicing       Agreement to execute and deliver this certificate.  3.    This certificate is  delivered pursuant to Section 4.11(a) of the Sale and       Servicing Agreement.  4.    A review of the  activities of  the Servicer and of the performance of its       obligations under the Sale and Servicing  Agreement during the period from       August 31, 2005, to and including  December 31, 2005 (the "Review Period")       was conducted under the supervision of the undersigned.  5.    Based on such  review, except as otherwise disclosed pursuant to paragraph       6 below,  the  Servicer has  fulfilled its  obligations under the Sale and       Servicing Agreement during the applicable Review Period.  6.    The following is a description  of each  default in the performance of the       Servicer's obligations  under  the  provisions  of  the Sale and Servicing       Agreement known to the undersigned to  have  been made  during  the Review       Period, which sets forth in detail (i) the  nature and status of each such       default and (ii) the action taken by the  Servicer, if any, to remedy each       such default: None.  7.    There  is  no default  known  to  the  undersigned  with  respect  to  the       applicable Review Period which has not been disclosed herein.  8.    The servicing information provided by the  Servicer herein in  respect  of       the Receivables, including information relating to actions of the Servicer       and/or  payments  and  other  collections on  and  characteristics  of the       Receivables, taken as a whole, does not contain  any  untrue  statement of       material fact  or omit  to  state a  material  fact  necessary to make the       statements made, in light of the circumstances under which such statements       were made, not  misleading  as of  the last  day  of the applicable Review       Period.  9.    The Servicer  has provided  all  of  the reports and certificates required       under Sections  4.10,  4.11 and  4.12 to the parties to which such reports       and  certificates  are  required  to  be  provided  with  respect  to  the       applicable Review Period.        IN  WITNESS  WHEREOF,  the  undersigned has duly executed this certificate this 1st day of March, 2006.                                                Responsible Officer of the Servicer                                               By: /s/ Timothy R. Barber                                                  -------------------------------                                              Name: Timothy R. Barber                                              Title: Senior Vice President                                         EXHIBIT 99.4   Report of Independent Registered Public Accounting Firm Respect of Servicing                          (The Huntington National Bank)                                 ----------------                                                            Deloitte & Touche LLP                                                          155 East Broad Street                                                          Columbus, OH 43215-3611                                                          USA                                                          Tel: +1 614 221 1000                                                          Fax: +1 614 229 4647                                                          www.deloitte.com  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors of The Huntington National Bank  We have examined  management's  assertion that The Huntington National Bank (the "Company" or the "Servicer") has complied, as of and for the year ended December 31, 2005, with its established  minimum servicing standards for automobile loans described  in the  accompanying  Management's  Assertion  dated March 10,  2006. Management  is  responsible  for the  Company's  compliance  with those  minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.  Our  examination  was  conducted  in  accordance  with   attestation   standards established  by the  American  Institute  of Certified  Public  Accountants,  as adopted  by the  Public  Company  Accounting  Oversight  Board and  accordingly, included  examining,  on a test basis,  evidence about the Company's  compliance with its minimum servicing  standards and performing such other procedures as we considered  necessary  in the  circumstances.  We believe  that our  examination provides a reasonable basis for our opinion.  Our examination does not provide a legal  determination  on the  Company's  compliance  with its minimum  servicing standards.  In our  opinion,  management's  assertion  that the  Company  complied  with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, is fairly stated,  in all material  respects based on the criteria set forth in the Appendix I (Revised).  /s/ Deloitte & Touche LLP - ------------------------- Columbus, Ohio March 10, 2006      The Huntington National Bank P.O. Box 1558 Columbus, Ohio 43216                               Management's Assertion                             ------------------------  March 10, 2006  As of and for the year ended  December 31, 2005,  The  Huntington  National Bank (the  "Company")  has  complied,  in all material  respects,  with the Company's established  minimum  servicing  standards for automobile  loans as set forth in Appendix I (Revised) (the "Standards").  The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers,  modified to address the unique characteristics of servicing automobile loans.   /s/ Timothy Barber - ----------------------------------------------- Timothy Barber Senior Vice-President, Credit Risk Management The Huntington National Bank  /s/ Irving Adler - ----------------------------------------------- Irving Adler Senior Vice President, Loan Operations Director The Huntington National Bank      APPENDIX I  THE HUNTINGTON NATIONAL BANK'S MINIMUM SERVICING STANDARDS (Revised)*  I. PAYMENTS       1. Payments  shall be  deposited  into  the bank  accounts and related bank      clearing accounts within two business days of receipt.       2. Payments made in accordance  with the borrower's loan documents shall be      posted to the  applicable  account  records  within  two  business  days of      receipt.       3. Payments shall be allocated to principal and interest in accordance with      the loan documents.       4. Payments identified as loan  payoffs shall  be allocated  in  accordance      with the loan documents.  II. DISBURSEMENTS       1. Disbursements made via wire transfer on behalf of a borrower or investor      shall be made only by authorized personnel.       2. Disbursements made on behalf of the borrower or investor shall be posted      within two business days to the account or investor's records maintained by      the servicing entity.       3. Amounts remitted to investors per the Servicer's  investor reports shall      agree with cancelled checks, or other form of payment, or bank statements.  III. INVESTOR ACCOUNTING AND REPORTING       1. The Servicer's investor reports shall agree with, or reconcile  to,  the      Servicer's  records.  The  Servicer's  investor  reports  are  sent  to the      investors on a monthly basis listing the total unpaid principal balance and      number of loans serviced.  IV. DELINQUENCIES       1. Records  documenting  collection  efforts shall be maintained during the      period a loan is in default  and shall be updated  at least  monthly.  Such      records shall  describe the entity's  activities  in monitoring  delinquent      loans including, for example, phone calls, letters and payment rescheduling      plans in cases where the delinquency is deemed temporary (e.g.,  illness or      unemployment).  *    The  Huntington  National  Bank's  minimum  servicing  standard  related to      Investor  Accounting  and  Reporting has  been revised to include the first      sentence  under III.  (1)  above,  which  was  inadvertently  omitted  from      Appendix I, as previously reported.                                       EXHIBIT 99.5                    Annual Servicer's Statement of Compliance                           (Ford Motor Credit Company)                                 ----------------   Ford Motor Credit Company                                     One American Road                                                               P.O. Box 1732                                                               Dearborn, MI 48121   To:    GS Whole Loan Trust        c/o Goldman, Sachs & Co.        85 Board Street        New York, NY 10004        Attn: David Stiepleman                                 OFFICER'S CERTIFICATE                         ANNUAL STATEMENT AS TO COMPLIANCE                           ----------------------------       The undersigned officer of Ford Motor Credit Company (the "Company"),  does hereby advise you pursuant to Section  3.11(a) of the Servicing  Agreement dated March 1, 2005 by and among the Company and GS Whole Loan Trust (the "Agreement") that:  1.  A review of the activities  of the  Company and of its performance under the     Agreement during  the period from  January 1, 2005 to  December 31, 2005 has     been made under my supervision.  2.  Based on this review, to the best of my knowledge, the Company has fulfilled     all its obligations under the Agreement during the aforementioned period.                                                 /s/ David Brandi                                               ---------------------------                                               David Brandi                                               Assistant Treasurer Dated: as of December 31, 2005                                          EXHIBIT 99.6          Annual Independent Accountant's Report in Respect of Servicing                           (Ford Motor Credit Company)                                 ----------------                                                      PricewaterhouseCoopers LLP                                                     PricewaterhouseCoopers Plaza                                                     1900 St. Antoine Street                                                     Detroit, MI 48226-2263                                                     Telephone (313) 394 6000                                                     Facsimile (313) 394 6555                           Report of Independent Accountants   To the Board of Directors of Ford Motor Credit Company, GS Whole Loan Trust, Purchaser:  Re: Servicing Agreement between Ford Motor Credit Company, as Servicer and GS Whole Loan Trust, as Purchaser, dated as of March 1, 2005  We have examined management's  assertion about Ford Motor Credit Company and its subsidiaries'  ("Ford Credit")  compliance with the minimum servicing  standards identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single Attestation Program for Mortgage Bankers ("USAP"), to the extent such procedures are applicable to the  requirements of the Agreement  identified above ("minimum servicing standards") as of and for the year ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for Ford  Credit's  compliance  with  those  minimum  servicing  standards.  Our responsibility  is to express an opinion on  management's  assertion  about Ford Credit's compliance based on our examination.  Our examination was made in accordance with attestation standards established by the  American  Institute  of  Certified  Public  Accountants  and,  accordingly, included  examining,  on a test basis,  evidence about Ford Credit's  compliance with the minimum servicing  standards and performing such other procedures as we considered  necessary  in the  circumstances.  We believe  that our  examination provides a reasonable basis for our opinion.  Our examination does not provide a legal  determination  of Ford  Credit's  compliance  with the minimum  servicing standards.  In our  opinion,  management's  assertion  that Ford  Credit  complied  with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.   /s/ PricewaterhouseCoopers LLP - ------------------------------- March 13, 2006      Ford Motor Credit Company                                     One American Road                                                               P.O. Box 1732                                                               Dearborn, MI 48121                     Management's Assertion Concerning Compliance                       with USAP Minimum Servicing Standards   March 7, 2006  Re: Servicing Agreement between Ford Motor Credit Company, as Servicer and GS Whole Loan Trust, as Purchaser, dated as of March 1, 2005  As of and for the year ended  December 31, 2005,  Ford Motor Credit  Company and its  subsidiaries  have  complied  in all  material  respects  with the  minimum servicing  standards set forth in the Mortgage Bankers  Association of America's Uniform Single Attestation Program for Mortgage  Bankers ("USAP"), to the extent such procedures are applicable to the  requirements of the agreement  identified above.    /s/ Terry Chenault - ----------------------------------------- Terry Chenault President of Global Operations Technology  /s/ Neil Schloss - ----------------------------------------- Neil Schloss Assistant Treasurer                                          EXHIBIT 99.7                     Annual Servicer's Statement of Compliance                     (Systems & Services Technologies, Inc.)                                 ----------------                      SERVICER ANNUAL STATEMENT AS TO COMPLIANCE       I, Jorge  Bernal,  certify  that I am a duly  elected  officer of SYSTEMS & SERVICES TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the "Servicer"), authorized to execute and deliver this certificate in the name and on behalf  of the  Servicer,  as required by Section 7.01 of the Servicing  Agreement,  dated as of October  18,  2005 (as  amended,  modified or supplemented from time to time, the "Servicing Agreement"),  among the Servicer, and  Goldman  Sachs  Mortgage  Company,  a New  York  limited  partnership  (the "Company"), and further certify in the name of and behalf of the Servicer, that:       1.  A review of  the  activities of  the Servicer and of the performance of          its obligations  under the  Servicing Agreement  during the period with          respect to the first Officer's Certificate, the period from the Closing          Date to December 31, 2005 (the "Review Period") was conducted under the          supervision of the undersigned.       2.  I am responsible for reviewing the activities performed by the Servicer          under the  Servicing  Agreement and based upon my knowledge and review,          and except as disclosed to the Company in this Certificate or otherwise          in  writing,  the  Servicer  has  fulfilled  its  obligations under the          Servicing Agreement during the Review Period.       3.  Based on such  review, to the undersigned's knowledge, the following is          a description  of each  significant deficiency during the Review Period          in the performance of the Servicer's obligations  under  the provisions          of the Servicing Agreement, which  sets forth  in detail (i) the nature          and status  of each  such deficiency  and (ii) the action  taken by the          Servicer, if any, to remedy each such deficiency: [NA]       4.  I have reviewed  all distribution of  servicing reports (the "Reports")          delivered by the Servicer in respect of periods  included in the Review          Period.       5.  Based on my knowledge, the  information  in  these  Reports, taken as a          whole, does not contain any untrue statement of a material fact or omit          to state  a  material  fact  necessary to make  the statements made, in          light of the circumstances  under which such  statements were made, not          misleading as of the last day of the applicable Review Period.  IN WITNESS WHEREOF, I have hereunto signed my name.  Dated: March 10, 2006                             By: /s/ Jorge Bernal                                                       -------------------------                                                   Name: Jorge Bernal                                                   Title: Chief Operating Officer                                          EXHIBIT 99.8          Annual Independent Accountant's Report in Respect of Servicing                     (Systems & Services Technologies, Inc.)                                 ----------------                            Report of Independent Accountants  To the Board of Directors and Stockholder of Systems & Services Technologies, Inc.:  Re: Servicing  Agreement between Systems & Services  Technologies,  Inc., as the Servicer,  and GS Whole  Loan Trust III,  as the  Company,  dated as of June 28, 2005, as amended  We have examined management's  assertion about Systems & Services  Technologies, Inc.'s  (the  "Company")   compliance  with  the  minimum  servicing   standards identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single Attestation Program for Mortgage Bankers ("USAP"), to the extent such procedures are applicable to the  requirements of the Agreement  identified above ("minimum servicing standards") as of and for the six month period ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's  assertion about the Company's compliance based on our examination.  Our examination was made in accordance with attestation standards established by the  American  Institute  of  Certified  Public  Accountants  and,  accordingly, included  examining,  on a test basis,  evidence about the Company's  compliance with the minimum servicing  standards and performing such other procedures as we considered  necessary  in the  circumstances.  We believe  that our  examination provides a reasonable basis for our opinion.  Our examination does not provide a legal  determination  on the  Company's  compliance  with the minimum  servicing standards.  In our  opinion,  management's  assertion  that the  Company  complied  with the aforementioned  minimum  servicing  standards as of and for the six month period ended December 31, 2005 is fairly stated, in all material respects.   /s/ PricewaterhouseCoopers LLP - ------------------------------ Kansas City, Missouri March 29, 2006                                                                           Exhibit 1                     Management's Assertion Concerning Compliance                       with USAP Minimum Servicing Standards   March 29, 2006  Re: Servicing  Agreement between Systems & Services  Technologies,  Inc., as the Servicer,  and GS Whole  Loan Trust III,  as the  Company,  dated as of June 28, 2005, as amended  As of and for the six month period ended  December 31, 2005,  Systems & Services Technologies,  Inc. (the  "Company") has complied in all material  respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation  Program for Mortgage Bankers ("USAP"),  to the extent such  procedures are applicable to the  requirements of the agreement identified above;  provided,  however, the following USAP servicing standards do not apply: I.2; I.4; III.3; III.4; V.2; V.3; and V.4.  As of and for this same  period,  the Company had in effect a fidelity  bond and errors and  omissions  policy in the  amounts of  $250,000,000  and  $50,000,000 respectively.     /s/ Glenn Estrella - --------------------------------------- Glenn Estrella, Chief Executive Officer    /s/ Bruce Schnell - --------------------------------------- Bruce Schnell, Chief Financial Officer    /s/ Jorge Bernal - --------------------------------------- Jorge Bernal, Chief Operations Officer                                        EXHIBIT 99.9                            Annual Aggregate Statement                                 ----------------      - ----------------------------------------------------------------------------------------------------------------------------------- Ending Balance   Bond Name - ----------------------------------------------------------------------------------------------------------------------------------- Distribution Date              A1               A2              A3            A4            B             C             D            TOTALS - ----------------------------------------------------------------------------------------------------------------------------------- 9/15/05   248,975,765.32    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,233,977,765.32 10/17/05  198,047,431.05    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,183,049,431.05 11/15/05  148,944,674.22    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,133,946,674.22 12/15/05  106,092,624.34    372,061,000.00    396,354,000   110,594,000   42,793,000    42,792,000    20,408,000   1,091,094,624.34 TOTALS    702,060,494.93  1,488,244,000.00  1,585,416,000   442,376,000  171,172,000   171,168,000    81,632,000   4,642,068,494.93 - -----------------------------------------------------------------------------------------------------------------------------------   - ----------------------------------------------------------------------------------------------------------------------------------- Interest      Bond Name - ----------------------------------------------------------------------------------------------------------------------------------- Distribution Date           A1              A2               A3               A4              B               C            D           TOTALS - ----------------------------------------------------------------------------------------------------------------------------------- 9/15/05    883,207.80     1,160,830.32    1,273,837.72      364,222.91      142,785.98      153,908.56       0.00      3,978,793.29 10/17/05   851,696.30     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,423,525.70 11/15/05   613,966.84     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,185,796.24 12/15/05   477,665.57     1,339,419.60    1,469,812.75      420,257.20      164,753.05      177,586.80       0.00      4,049,494.97 TOTALS   2,826,536.51     5,179,089.12    5,683,275.97    1,624,994.51      637,045.13      686,668.96       0.00     16,637,610.20 - -----------------------------------------------------------------------------------------------------------------------------------   - ----------------------------------------------------------------------------------------------------------------------------------- Ending Balance Factor             Bond Name - ----------------------------------------------------------------------------------------------------------------------------------- Distribution Date             A1               A2               A3                A4                B                 C                 D - ----------------------------------------------------------------------------------------------------------------------------------- 9/15/05     813.64629190    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000 10/17/05    647.21382696    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000 11/15/05    486.74730137    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000 12/15/05    346.70792268    1,000.00000000    1,000.00000000    1,000.00000000    1,000.00000000   1,000.00000000    1,000.00000000 - -----------------------------------------------------------------------------------------------------------------------------------   - -------------------------------------- Servicing Fee Distribution Date   Total - -------------------------------------- 9/15/2005          1,152,095.30 10/17/2005         1,104,282.79 11/15/2005         1,060,858.86 12/15/2005         1,018,087.52 Grand Total        4,335,324.47 - --------------------------------------  - -------------------------------------- Owner Trustee Fee Distribution Date   Total - -------------------------------------- 9/15/2005                833.33 10/17/2005               833.33 11/15/2005               833.33 12/15/2005               833.33 Grand Total            3,333.32 - --------------------------------------  - -------------------------------------- Indenture Trustee Fee Distribution Date   Total - -------------------------------------- 9/15/2005                  0.00 10/17/2005                 0.00 11/15/2005                 0.00 12/15/2005                 0.00 Grand Total                0.00 - 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