10-K/A 1 gsalt04-1_10ka.txt GSALT 2004-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Subsequent to the Filing of the 10-K on March 31, 2005 a revision was made to GS AUTO LOAN TRUST 2004-1 which was not included in the original 10-K filed. The 10-K is being amended because Class B and Class C principal and interest was calculated incorrectly. This revision was not previously disclosed in a 1934 Act filing. The revised data has been and will continue to be available on the Wells Fargo Bank, N.A. as Trustee, website at www.ctslink.com. (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number: 333-101904-02 GS AUTO LOAN TRUST 2004-1 (Issuer with respect to the Notes) GOLDMAN SACHS ASSET BACKED SECURITIES CORP. (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 51-6548509 (State or Other Jurisdiction of 02-0678069 Incorporation or Organization) (IRS Employer Identification No.) 85 BROAD STREET NEW YORK, NEW YORK 10004 Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (212) 902-1000 The following securities were issued by GS Auto Loan Trust 2004-1: $336,137,000 Class A-1 1.11% Asset Backed Notes $297,914,000 Class A-2 1.50% Asset Backed Notes $314,944,000 Class A-3 2.13% Asset Backed Notes $224,081,000 Class A-4 2.65% Asset Backed Notes $56,587,000 Class B 2.15% Asset Backed Notes $26,704,000 Class C 2.68% Asset Backed Notes $29,248,000 Class D 5.00% Asset Backed Notes (Title of each class of securities covered by this Form) -i- Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE Securities required to be registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X] State the aggregate marke value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. NOT APPLICABLE. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. NOT APPLICABLE. Documents incorporated by reference: NONE. -ii- PART I Item 1. BUSINESS This Annual Report on Form 10-K (the "Report") is filed with respect to GS Auto Loan Trust 2004-1 (the "Trust"), a Delaware statutory trust formed pursuant to an Amended and Restated Trust Agreement, dated as of February 24, 2004 (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 $1,256,367,000 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 February 24, 2004 (the "Indenture"), between the Trust and Wells Fargo Bank, National Association, as indenture trustee (the "Indenture Trustee"). Item 2. PROPERTY 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 light-duty 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, 2004, is set forth in Tables 1 and 2 below: Table 1. Selected Information Related to the Receivables. Beginning Pool Balance (receivables balance as of February 2004 collection period) $1,271,628,119.69 Ending Pool Balance (receivables balance as of December 2004 collection period) $830,299,618.46 ----------------- Change in Pool Balance (from February 2004 to December 2004 collection periods) $441,328,501.23 ================= Total Principal Losses $13,046,758.96 Total Recovery and Net Liquidation Proceeds $5,719,656.67 ----------------- Total Net Losses $7,327,102.29 ================= Table 2. Delinquency Information Related to the Receivables Number of Delinquent Receivables as of end of December 2004 Collection Period 30 - 59 days 680 60 - 89 days 123 90 + days 106 --- Total Delinquent Receivables 909 === 1 Repossessions 136 Total Delinquencies and Repossessions 1045 Principal Balance of Delinquent Receivables as of end of December 2004 Collection Period 30 - 59 days $9,029,036.61 60 - 89 days $1,684,410.35 90 + days $1,582,035.08 ------------- Total Delinquent Receivables $12,295,482.04 ============== Repossessions $1,923,510.21 Total Delinquencies and Repossessions $14,218,992.25 Delinquent Receivables Percentage (as a percentage of receivable balance as of end of December 2004 Collection Period) 30 - 59 days 1.09% 60 - 89 days 0.20% 90 + days 0.19% ----- Total Delinquent Receivables 1.48% ===== Repossessions 0.23% Total Delinquencies and Repossessions 1.71% Item 3. LEGAL PROCEEDINGS 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, 2004 or as of the date of this report. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No votes or consents of holders of the Notes were solicited during the 2004 fiscal year for any purpose. 2 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There are 57 holders of the certificates issued by the Trust. There is no principal market in which the certificates are traded. Item 6. SELECTED FINANCIAL DATA Not applicable. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not applicable. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. CONTROLS AND PROCEDURES Not Applicable. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable. Item 11. EXECUTIVE COMPENSATION Not applicable. 3 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Not applicable. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Not applicable. PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (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, 2004:

(c) The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index. (d) Not applicable. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, hereunto duly authorized. Date: March 31, 2005 GOLDMAN SACHS ASSET BACKED SECURITIES CORP. By: /s/ JOSEPH MARCONI ------------------------------------------ Name: Joseph Marconi Title: Vice President Date: March 31, 2005 GS AUTO LOAN TRUST 2004-1 By: Goldman Sachs Asset Backed Securities Corp., as Depositor By: /s/ JOSEPH MARCONI ------------------------------------------ Name: Joseph Marconi Title: Vice President 5 INDEX TO EXHIBITS EXHIBIT NO. DOCUMENT DESCRIPTION - ---------- --------------------- Exhibit 31.1 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Servicer) Exhibit 99.1 Annual Servicer's Statement as to Compliance for the year ended December 31, 2004 (Goldman Sachs Mortgage Company) Exhibit 99.2 Report of Independent Registered Public Accounting Firm (Goldman Sachs Mortgage Company) Exhibit 99.3 Annual Servicer's Statement as to Compliance for the year ended December 31, 2004 (The Huntington National Bank) Exhibit 99.4 Report of Independent Registered Public Accounting Firm in Respect of Servicing for the year ended December 31, 2004 (The Huntington National Bank) Exhibit 99.5 Annual Servicer's Statement as to Compliance for the year ended December 31, 2004 (Ford Motor Credit Company) Exhibit 99.6 Annual Independent Accountant's Report in Respect of Servicing for the year ended December 31, 2004 (Ford Motor Credit Company) Exhibit 99.7 Annual Aggregate Statement containing information relating to the Receivables and the Accounts for the Collection Periods from and including February 2004 through December 2004. EX-31.1 EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002 (Depositor) I, Joseph Marconi, Vice 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 2004-1; 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: Wells Fargo Bank, National Association, as Indenture Trustee, Goldman Sachs Mortgage Company, as Servicer, The Huntington National Bank, as a Receivables Servicer and Ford Motor Credit Company, as a Receivables Servicer. Date: March 31, 2005 By: /s/ Joseph Marconi ---------------------------------------- Name: Joseph Marconi Title: Vice President EX-99.1 ANNUAL STATEMENT AS TO COMPLIANCE December 31,2004 I., Joseph Marconi, 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 February 24, 2004 through December 31, 2004, and of its performance under the Sale and Servicing Agreement, dated as of February 24, 2004 (the "Sale and Servicing Agreement"), by and among GS Auto Loan Trust 2004-1, Goldman Sachs Asset Backed Securities Corp. Wells Fargo 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, [Signature Page Follows] By: /s/ Joseph Marconi ----------------------- Name: Joseph Marconi Title: Vice President EX-99.2 EXHIBIT 99.2 [ERNST & YOUNG LOGO OMITTED] [] ERNST & YOUNG LLP [] Phone: (212) 773-3000 5 Times Square www.ey.com New York, NY 10036 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Goldman Sachs Mortgage Company We have examined management's assertion that Goldman Sachs Mortgage Company (the "Company") has complied as of December 31, 2004 and for the period then ended, with its established minimum servicing standards described in the accompanying Management's Assertion on Compliance with Minimum Servicing Standards with respect to Goldman Sachs Auto Loan Trust 2004-1, dated March 28, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to issue an opinion on management's assertion about the Company's compliance based on our examination. We did not examine the Huntington National Bank's nor the Ford Motor Credit Company's compliance with those minimum servicing standards that they are responsible for as indicated for "the Servicers" in the accompanying minimum servicing standards. The Huntington National Bank's and the Ford Motor Credit Company's 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 Huntington National Bank's and the Ford Motor Credit Company's compliance, is based solely on the report of such other accountants. 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 (United States) 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 consider necessary in the circumstances. We believe that our examination and the report of other accountants provide a reasonable basis for our opinion. Our opinion does not provide a legal determination on the Company's compliance with its minimum servicing standards. In our opinion, based on our examination and the, report of other accountants, management's assertion that the Company complied with the aforementioned minimum servicing standards as of December 31, 2004 and for the period then ended, is fairly stated, in all material respects, based on the criteria set forth in Appendix 1. /s/ Ernst & Young LLP New York, New York March 28,2005 SCHEDULE A Class A-1 Asset Backed Notes Class A-2 Asset Backed Notes Class A-3 Asset Backed Notes Class A-4 Asset Backed Notes Class B Asset Backed Notes Class C Asset Backed Notes Class D Asset Backed Notes Management's Assertion On Compliance With Goldman Sachs Auto Loan Trust 2004-1 Minimum Servicing Standards March 28, 2005 As of and for the year ended December 31, 2004, 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 2004-1, as listed in Schedule A hereto. By: /s/ JOSEPH MARCONI ------------------- Name: Title: Company: Goldman Sachs Mortgage Company APPENDIX I Goldman Sachs Auto Loan Trust 2004-1 Minimum Servicing Standards intended for use in connection with the Annual Accountant's Report ("AAR") Below are Goldman Sachs Mortgage Company's (the "Company") minimum servicing standards for the Goldman Sachs Auto Loan Trust 2004-1 (the "Issuer"). The Huntington National Bank (the "Bank") and Ford Motor Credit Company ("Ford Credit"), (collectively, the "Servicers"), acts as servicer on behalf of the Issuer and have agreed to comply with the minimum servicing standards. GOLDMAN SACHS MORTGAGE COMPANY'S (THE"COMPANY") MINIMUM SERVICING STANDARDS: Huntington National Bank (the "Bank") As of and for the year ended December 31, 2004, The Huntington National 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. I. 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. II. 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. III. INVESTOR ACCOUNTING AND REPORTING 1. The Bank shall ensure that investor reports are sent on a monthly basis listing the total unpaid principal balance and number of loans serviced. IV. 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). Ford Motor Credit Company ("Ford Credit") As of and for the year ended December 31, 2004, 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 ("USAP"), to the extent such procedures are applicable. EX-99.3 SERVICER ANNUAL STATEMENT AS TO COMPLIANCE 1, Timothy R. Barber, certify that I am a duly elected Senior Vice President of The Huntington National Bank, a national banking association (the"Bank"), authorized to execute and deliver this certificate in the name and on behalf of the Bank, as required by Section 6.03 of the Purchase and Servicing Agreement, dated as of October 31, 2003 (the "Purchase and Servicing Agreement"), among the Bank, as seller and servicer (in such capacity, the "Servicer"), and GS Whole Loan Trust, as purchaser, 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 Purchase and Servicing Agreement during the period from January 1, 2004, to and including December 31, 2004 (the "Review Period"), was conducted under the supervision of the undersigned. 2. Based on my knowledge and such review, except as otherwise disclosed pursuant to paragraph 3 below, the Servicer has fulfilled its obligations under the Purchase and Servicing Agreement during the applicable Review Period and there is no significant deficiency known by the undersigned with respect to the applicable Review Period which has not been disclosed herein. 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 Purchase and 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: None. 4. I have reviewed all distribution or 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. 6. Based on my knowledge, the distribution or servicing information required to be provided to the Purchaser by the Servicer under the Purchase and Servicing Agreement for inclusion in these Reports is included in these Reports, 7. I am responsible for reviewing the activities performed by the Servicer under the Purchase and Servicing Agreement and based upon my knowledge and review, and except as disclosed to Purchaser in this Certificate or otherwise in writing, the Servicer has fulfilled its obligations under the Purchase and Servicing Agreement. 8. To the knowledge of the undersigned, the Servicer has provided all of the reports and certificates required under Sections 5.02, 6.02 and 6.03 to the parties to which such reports and certificates are required to be provided with respect to the applicable Review Period. IN WITNESS WHEREOF, I have hereunto signed my name. Dated: March 1, 2005 By: /s/ Timothy R. Barber -------------------------- Name: Timothy R. Barber Title: Senior Vice President EX-99.4 [DELOITTE LOGO] Deloitte & Touche LLP 155 East Broad Street Columbus, CH 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") has complied, as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion dated March 10, 2005. 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, 2004, is fairly stated, in all material respects based on the criteria set forth in the Appendix 1. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Columbus, Ohio March 10, 2005 Member of Deloitte Touche Tohmatsu THE HUNTINGTON NATIONAL BANK [HUNTINGTON LOGO] HUNTINGTON CENTER COLUMBUS, OHIO 43287 MANAGEMENT'S ASSERTION March 10, 2005 As of and for the year ended December 31, 2004, 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 (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 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. Ill. INVESTOR ACCOUNTING AND REPORTING 1. Investor reports are sent 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). EX-99.5 [FORD LOGO] 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 Now York, MY 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 May 1, 2003 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, 2004 to December 31, 2004 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, 2004 EX-99.6 PRICEWATERHOUSECOOPERS [LOGO OMITTED] - ------------------------------------------------------------------------------ PRICEWATERHOUSECOOPERS LLP 400 Renaissance Center Detroit MI 48243 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 MAY 1,2003 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 as of and for the year ended December 31, 2004 included in the accompanying management assertion (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 has complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PRICEWATERHOUSECOOPERS LLP March 7, 2005 EXHIBIT I FORD MOTOR COMPANY 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, 2005 RE: SERVICING AGREEMENT BETWEEN FORD MOTOR CREDIT COMPANY, AS SERVICER AND GS WHOLE LOAN TRUST, AS PURCHASER, DATED AS OF MAY 1,2003 As of and for the year ended December 31, 2004, 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. /s/ Terry Chenault - ---------------------------------------------------- Terry Chenault President of Global Operations Technology /s/ Neil Schloss - ---------------------------------------------------- Neil Schloss Assistant Treasurer EX-99.7 - ------------------------------------------------------------------------------ DISTRIBUTION IN DOLLARS - ------------------------------------------------------------------------------ ORIGINAL BEGINNING FACE PRINCIPAL CLASS VALUE BALANCE PRINCIPAL - ------------------------------------------------------------------------------ A-1 336,137,000.00 336,137,000.00 336,137,000.00 A-2 297,914,000.00 297,914,000.00 106,275,335.76 A-3 314,944,000.00 314,944,000.00 0.00 A-4 224,081,000.00 224,081,000.00 0.00 B 56,587,000.00 56,587,000.00 19,223,517.17 C 26,704,000.00 26,704,000.00 4,679,605.92 D 29,248,000.00 29,248,000.00 0.00 CERT 0.00 0.00 0.00 - ------------------------------------------------------------------------------ TOTALS 1,285,615,000.00 855,537,090.09 466,315,458.85 - ------------------------------------------------------------------------------

GOLDMAN SACHS ASSET BACKED SECURITIES CORP 10-K/A