UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2005

         Or

[ ]      Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                                          Commission File Number  333-120274-21

                         GS MORTGAGE SECURITIES CORP.
         (as Depositor under the Master Servicing and Trust Agreement,
           dated as of May 1, 2005, providing for the issuance of
               Mortgage Pass-Through Certificates, Series 2005-5F)
             (Exact name of registrant as specified in its charter)

       Delaware                                       13-6357101
  State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization                Identification No.)

   85 Broad Street
   New York, NY                                           10004
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code :  (212) 902-1000

                         GSR Mortgage Loan Trust 2005-5F
               Mortgage Pass-Through Certificates, Series 2005-5F
            (Title of each class of securities covered by this form)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes [ ]  No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]   No [X]

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 past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation S-K (229.405 of this chapter) 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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).  Yes  No [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Exchange Act Rule 12b-2).   Yes  No [X]

State the aggregate market 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


<PAGE>

PART I

Item 1.  Business.

         Not Applicable.

Item 1A. Risk Factors.

         Not Applicable.

Item 1B. Unresolved Staff Comments.

         None.

Item 2.  Properties.

         Not Applicable.

Item 3.  Legal Proceedings.

         The Registrant knows of no material pending legal proceedings involving
         the trust created under the Master Servicing and Trust Agreement, the
         Trustee, any Servicer or the Registrant with respect to the trust other
         than routine litigation incidental to the duties of the respective
         parties.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
         and Issuer Purchases of Equity Securities.

         Currently, there is no established secondary market for the
         Certificates known to the Registrant. As of December 31, 2005, the
         number of holders of each class of offered certificates was 175 based
         on records provided by The Depository Trust Company.

Item 6.  Selected Financial Data.

         Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation.

         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.

Item 9B. Other Information.

         None.

                                      -2-

<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant.

         Not Applicable.

Item 11. Executive Compensation.

         Not Applicable.

Item 12. Security  Ownership of Certain  Beneficial  Owners and Management
         and Related Stockholder Matters.

         Not Applicable.

Item 13. Certain Relationships and Related Transactions.

         No reportable transactions have occurred.

Item 14. Principal Accounting Fees and Services.

         Not applicable.

PART IV

Item 15  Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:

    (1)  Financial Statements:

         Not Applicable.

    (2)  Financial Statement Schedules:

         Not Applicable.

    (3)  Exhibits:

         Rule 13a-14(a)/15d-14(a) Certification, filed as Exhibit 31.1 hereto.

         JPMorgan Chase Bank, N.A., as Master Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.1 hereto.

         Aurora Loan Servicing LP, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.2 hereto.

         Countrywide Home Loans Servicing LP, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.3 hereto.

         GMAC Mortgage Corporation, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.4 hereto.

         IndyMac Bank F.S.B., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.5 hereto.

         National City Mortgage Co., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.6 hereto.

         PHH Mortgage Corporation, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.7 hereto.

         SunTrust Mortgage, Inc., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.8 hereto.

         Wells Fargo Bank, N.A., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance filed as
           Exhibit 99.9 hereto.

(b)  The exhibits  required  to  be filed  by Registrant pursuant to Item 601 of
     Regulation S-K are listed above and  in the Exhibit Index  that immediately
     follows the signature page hereof.

(c)  Not Applicable.


                                      -3-
<PAGE>

SIGNATURE

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 by the undersigned thereunto duly authorized.

                                         GS MORTGAGE SECURITIES CORP.

                                   By:   /s/ Michelle Gill
                                       --------------------------------------
                                  Name:  Michelle Gill
                                 Title:  Vice President

                                  Date:  March 29, 2006



                                      -4-
<PAGE>

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.

                                      -5-
<PAGE>


                                 EXHIBIT INDEX

Exhibit     Description

31.1    Rule 13a-14(a)/15d-14(a) Certification

99.1    JPMorgan Chase Bank, N.A., as Master Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.2    Aurora Loan Servicing LP, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.3    Countrywide Home Loans Servicing LP, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.4    GMAC Mortgage Corporation, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.5    IndyMac Bank F.S.B., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.6    National City Mortgage Co., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.7    PHH Mortgage Corporation, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.8    SunTrust Mortgage, Inc., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

99.9    Wells Fargo Bank, N.A., as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

                                      -6-

<PAGE>

                                  EXHIBIT 31.1
                  Annual Rule 13a-14(a)/15d-14(a) Certification

                            DEPOSITOR CERTIFICATION
                                ---------------
     Re: GSR Mortgage  Loan Trust 2005-5F (the  "Trust")  Mortgage  Pass-Through
Certificates,  Series 2005-5F, issued pursuant to the Master Servicing and Trust
Agreement,  dated as of May 1, 2005,  (the "Trust  Agreement"),  among  Wachovia
Bank,  N.A. , as trustee  (the  "Trustee"),  and  JPMorgan  Chase Bank,  N.A. as
securities administrator (in such capacity, the "Securities Administrator"),  as
custodian (in such capacity,  the "Custodian"),  as master servicer (the "Master
Servicer") and GS Mortgage Securities Corp., as depositor (the "Depositor"), and
serviced  by  JPMorgan  Chase  Bank,  N.A.,  as  master  servicer  (the  "Master
Servicer"),  and Aurora Loan Servicing LP,  Countrywide Home Loans Servicing LP,
GMAC  Mortgage  Corporation,  IndyMac Bank  F.S.B.,  JPMorgan  Chase Bank,  N.A,
National City Mortgage Co. , PHH Mortgage Corporation,  SunTrust Mortgage, Inc.,
Wells  Fargo  Bank,  N.A.,  as  servicers  (the  "Servicers"),  pursuant  to the
respective servicing agreements (the "Servicing Agreements").

I, Michelle Gill, certify that:

     1. I have reviewed this annual report on Form 10-K ("Annual  Report"),  and
all reports on Form 8-K containing  distribution reports (collectively with this
Annual Report,  the "Reports")  filed in respect of periods included in the year
covered by this Annual Report, of the Trust;

     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  Servicers  under  the  Trust
Agreement and Servicing Agreements,  for inclusion in the Reports is included in
the Reports;

     4. Based on my knowledge and upon the annual compliance  statement included
in this Annual  Report and required to be delivered to the Trustee in accordance
with the terms of the  Servicing  Agreements,  and  except as  disclosed  in the
Reports,  the Servicers have  fulfilled  their  obligations  under the Servicing
Agreements; 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 Trust  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:  the  Trustee  and the
Servicers.

            GS MORTGAGE SECURITIES CORP.

       By:   /s/ Michelle Gill
            --------------------------------------
     Name:  Michelle Gill
    Title:  Vice President

     Date:  March 29, 2006


                                      -7-


<PAGE>

                                  EXHIBIT 99.1
                  JPMorgan Chase Bank, N.A., as Master Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


PricewaterhouseCoopers LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York NY 10017
Telephone (646) 471 3000
Facsimile (813) 286 6000


                         Report of Independent Auditors


To the Board of Directors of
JPMorgan Chase Bank, N.A.:

We have examined  management's  assertion about JPMorgan Chase Bank, N.A.'s (the
"Company")  compliance with the minimum servicing  standards as set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage  Bankers  ("USAP") as of and for the year ended  December 31, 2005. The
Company  has  interpreted  USAP  and  determined  that  USAP  minimum  servicing
standards I.1, I.2, I.3, III.1,  III.5, IV.1, and VII.1 are applicable to master
servicers and are included in the accompanying management assertion (see Exhibit
I).  Management is responsible  for the Company's  compliance with these minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion,  as it relates to the Company's  compliance  with the  aforementioned
minimum  servicing  standards,  based  on  our  examination.   The  Company  has
interpreted USAP and determined that USAP minimum servicing standards I.4, II.1,
II.2, II.3, II.4, III.2,  III.3,  III.4,  III.6, V.1, V.2, V.3, V.4 and VI.1 are
not applicable to master servicers. The Company uses a subservicing organization
to perform the servicing  obligations  subject to servicing standards I.4, II.1,
II.2, II.3, II.4, III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 of the
USAP. We did not examine the Company's  compliance with the servicing  standards
referred to in the previous sentence and accordingly,  do not express an opinion
thereon.

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 solely as they relate to standards
I.1,  I.2,  I.3,  III.1,  III.5,  IV.1,  and VII.1 as of and for the year  ended
December 31, 2005 is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP
------------------------------
March 29, 2006



                                    JPMorgan

                                                                      EXHIBIT I

             Management's Assertion Concerning Compliance with USAP
                          Minimum Servicing Standards


March 29, 2006

As of and for the year ended December 31, 2005,  JPMorgan Chase Bank,  N.A. (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") that we have determined
are applicable to master servicers. We have interpreted USAP and determined that
minimum servicing  standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 as set
forth in USAP are applicable to master servicers.  We have also interpreted that
USAP minimum  servicing  standards I.4, II.1, II.2, II.3,  II.4,  III.2,  III.3,
III.4,  III.6,  V.1,  V.2,  V.3,  V.4 and  VI.1  as set  forth  in USAP  are not
applicable  to master  servicers;  for these  minimum  servicing  standards  the
Company relies on the performance of its  subservicers.  This assertion  relates
specifically to the Company's Master Servicing Portfolio.

It is  the  Company's  policy  to  obtain  and  review  USAP  reports  from  the
independent  auditors of its  subservicers on an annual basis.  Not all of these
USAP reports for the year ended  December 31, 2005 are available as of March 29,
2006. As of March 29, 2006, the Company has obtained USAP reports for 36% of its
subservicers.  These  subservicers  serviced loans  comprising 92% of the unpaid
principal balance of the Company's Master Servicing Portfolio as of December 31,
2005. Instances of  non-compliance  noted in the USAP reports  received from the
subservicers as of March 29, 2006, have been included in Exhibit II hereto.

As of and for this same  period,  the  Company had in effect  fidelity  bond and
errors and omissions  policies in the amounts of $250,000,000  and  $25,000,000,
respectively.


/s/ William Jenkins
-------------------------
William Jenkins
Vice President
JPMorgan Chase Bank, N.A.


/s/ Kelly A. Mathieson
-------------------------
Kelly A. Mathieson
Managing Director
JPMorgan Chase Bank, N.A.



                                                                     Exhibit II

                           JPMorgan Chase Bank, N.A.
                      Subservicers' USAP Report Exceptions


It is the policy of JPMorgan Chase Bank,  N.A. (the "Company") to obtain Uniform
Single  Attestation  Program for  Mortgage  Bankers  ("USAP")  reports  from the
independent  auditors of its  subservicers as of and for the year ended December
31,  2005.  As of March 29, 2006,  the Company has  obtained  and reviewed  USAP
reports  for  36%  of  its  subservicers.   These  subservicers  serviced  loans
comprising 92% of the unpaid principal balance of the Company's Master Servicing
Portfolio as of December 31, 2005. The Company noted instances of  noncompliance
included in the USAP reports received as of March 29, 2006, which are summarized
below.

        Servicer                               Exception
       ----------                             -----------

Ocwen Loan Servicing, LLC        The Company did not comply with the requirement
                                 to   prepare   custodial   bank   account
                                 reconciliations  and   to  resolve  reconciling
                                 items   within  90  calendar  days   of   their
                                 original  identification  as specified by their
                                 minimum servicing standards.

                                 Certain ARM  loans serviced by the Company were
                                 transferred  in  with  an  incorrect  look back
                                 date due to errors in prior  servicer  records.
                                 These  certain   loans   had   ARM  adjustments
                                 shortly  after servicing transfer, but prior to
                                 the  Company  receiving  the  related  mortgage
                                 documents  from  the  prior  servicer. When the
                                 Company  received  the  mortgage  documents and
                                 these errors  were  identified, the Company did
                                 not adjust the principal and  interest  payment
                                 amount.   The  Company  has  subsequently  made
                                 adjustments  to   their  procedures  when  they
                                 identify  an error  in  prior  servicer data to
                                 analyze  the  effect  on the customer's account
                                 and make the appropriate adjustment.

North Fork Bancorporation, Inc.  The Company did not comply with the requirement
                                 to  prepare   custodial   bank   account
                                 reconciliations  within  45 calendar days after
                                 the cutoff date and  the requirement to resolve
                                 reconciling  items  within  90 calendar days of
                                 their original identification as  specified  by
                                 their  minimum  servicing  standards.  For  the
                                 month  ended  December 31, 2005,  all custodial
                                 bank  reconciliations  had  been  completed and
                                 reviewed on a timely basis.

PHH Mortgage Corporation         The   Company   completed  all  custodial  bank
                                 account  reconciliations  within 60 days of the
                                 cutoff  date,  however  did  not  complete  all
                                 reconciliations within 45 days of the cutoff as
                                 specified by the minimum  servicing  standards.
                                 As such, the Company has determined that it was
                                 materially  non-compliant  with the requirement
                                 to   prepare   custodial   bank   account
                                 reconciliations within 45 days after the cutoff
                                 date.

                                 During  the  year ended December  31, 2005, the
                                 Company  determined   it   was   materially
                                 non-compliant with  the  requirement to resolve
                                 reconciling items resulting from custodial bank
                                 account reconciliations within 90 calendar days
                                 as   specified   by   the   minimum   servicing
                                 standards.




GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004


Reference is made to each pooling and  servicing  agreement  listed on Exhibit A
hereto (each,  an "Agreement")  entered into by JPMorgan Chase Bank,  N.A., (the
"Master Servicer").

(a) a review of the  activities  of the Master  Servicer  during  the  preceding
fiscal year and of  performance  under this  Agreement  has been made under such
officer's supervision, and

(b) to the best of such officer's  knowledge,  based on such review,  the Master
Servicer has fulfilled all its obligations under this Agreement  throughout such
fiscal  year,  or, if there has been a default  in the  fulfillment  of any such
obligation,  specifying  each such default  known to such officer and the nature
and status  thereof and the action  being  taken by the Master  Servicer to cure
such default.


JPMorgan Chase Bank, N.A.

By: /s/ William Jenkins              March 15, 2006
----------------------------
William Jenkins
Vice President




                                   EXHIBIT A

GSAA 2005-11
GSAA 2005-14
GSR  2005-1F
GSR  2005-2F
GSR  2005-3F
GSR  2005-4F
GSR  2005-5F
GSR  2005-6F
GSR  2005-7F
GSR  2005-8F


<PAGE>

                                  EXHIBIT 99.2
                      Aurora Loan Servicing LP, as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


                          Ernst & Young LLP               Phone:  (720) 931-4000
                          Suite 3300                      Fax:    (720) 931-4444
                          370 17th Street                 www.ey.com
                          Denver, Colorado  80202-5663


                       Report on Management's Assertion on
   Compliance With the Specified Minimum Servicing Standards Set Forth in the
            Uniform Single Attestation Program for Mortgage Bankers


            Report of Independent Registered Public Accounting Firm

Member
Aurora Loan Services LLC

We have examined  management's  assertion,  included in the accompanying  report
titled  Report of  Management,  that Aurora Loan  Services  LLC (the  "Company")
complied with the  servicing  standards  identified in Exhibit A (the  specified
minimum  servicing  standards) to the Report of  Management  as set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage  Bankers (USAP) during the year ended November 30, 2005.  Management is
responsible for the Company's  compliance with those specified 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  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
specified 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  specified  minimum
servicing standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  specified  minimum  servicing  standards  during  the year ended
November 30, 2005, is fairly stated, in all material respects.


/s/ Ernst & Young LLP
--------------------
Ernst & Young LLP
February 17, 2006

<page>
                                                                      ATTACHMENT

                      Management's Assertion on Compliance
            with the Specified Minimum Servicing Standards Set Forth
         in the Uniform Single Attestation Program for Mortgage Bankers


                              Report of Management


We, as members of management of Aurora Loan  Services LLC (the  "Company"),  are
responsible  for  complying  with  the  servicing  standards  identified  in the
attached Exhibit A (the "specified minimum servicing standards") as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage  Bankers  ("USAP").  We are also  responsible for  establishing and
maintaining  effective  internal  control over  compliance  with these specified
minimum  servicing  standards.  We have performed an evaluation of the Company's
compliance  with the specified  minimum  servicing  standards as of November 30,
2005 and for the year then  ended.  Based on this  evaluation,  we  assert  that
during the year ended November 30, 2005, the Company  complied,  in all material
respects, with the specified minimum servicing standards.

As of November 30, 2005 and for the year then ended, the Company had in effect a
fidelity bond in the amount of $110,000,000  and an errors and omissions  policy
in the amounts of $150,000,000.


                                Very truly yours,

                                /s/ Rick W. Skogg
                                ----------------------------
                                Rick W. Skogg
                                Co-Chief Operating Officer

                                /s/ Roy Browning
                                -----------------------------
                                Roy Browning
                                Chief Financial Officer

                                /s/ William Napier
                                ---------------------------
                                William Napier
                                Controller

February 17, 2006

<PAGE>

AURORA LOAN SERVICES
A Lehman Brothers Company


                                                                   Exhibit A
                                                                   ----------
                     Specified Minimum Servicing Standards

I.   Custodial Bank Accounts

     1.  Reconciliations shall be  prepared on a monthly basis for all custodial
         bank accounts and related bank clearing accounts. These reconciliations
         shall:

               a.   be mathematically accurate;

               b.   be prepared  within  forty-five (45) calendar days after the
                    cutoff date. The cutoff  date is the date as of which a bank
                    account is reconciled  every  month.  It  may, or  may  not,
                    coincide with a prescribed investor reporting date but shall
                    be consistent from period to period;

               c.   be reviewed  and  approved by  someone other than the person
                    who prepared the reconciliation; and

               d.   document explanations for reconciling items. These
                    reconciling items shall be resolved within ninety (90)
                    calendar days of their original identification.

     2.  Funds of the servicing entity shall be advanced in cases where there is
         an overdraft in an investor's or a mortgagor's account.

     3.  Each  custodial account  shall  be  maintained  at a  federally insured
         depository institution in trust for the applicable investor.

     4.  Escrow  funds  held in trust for a  mortgagor  shall be returned to the
         mortgagor within thirty (30)  calendar days  of payoff of  the mortgage
         loan.

II.  Mortgage Payments

     1.  Mortgage  payments  shall be deposited into the custodial bank accounts
         and  related  bank  clearing accounts within  two (2) business  days of
         receipt.

     2.  Mortgage  payments  made  in   accordance  with  the  mortgagor's  loan
         documents  shall be  posted to the applicable mortgagor  records within
         two (2) business days of receipt.

     3.  Mortgage payments shall be allocated to principal, interest, insurance,
         taxes or other escrow  items in  accordance with  the  mortgagor's loan
         documents.

     4.  Mortgage payments identified as loan  payoffs  shall  be  allocated  in
         accordance with the mortgagor's loan documents.

III. Disbursements

     1.  Disbursements  made  via  wire  transfer on  behalf  of  a mortgagor or
         investor shall be made only by authorized personnel.

     2.  Disbursements made on behalf of a mortgagor or investor shall be posted
         within two (2) business days to the mortgagor's  or investor's  records
         maintained by the servicing entity.

     3.  Tax and insurance payments shall be made on or  before  the  penalty or
         insurance  policy  expiration  dates, as  indicated  on  tax bills  and
         insurance premium notices, respectively, provided that such support has
         been received by the  servicing  entity at least thirty (30) calendar
         days prior to these dates.

     4.  Any late payment  penalties paid in conjunction with the payment of any
         tax bill or insurance  premium notice shall  be paid from the servicing
         entity's  funds  and not  charged to  the mortgagor,  unless  the  late
         payment was due to the mortgagor's error or omission.

     5.  Amounts remitted to investors per the servicer's investor reports shall
         agree with cancelled checks, or  other  form  of  payment, or custodial
         bank statements.

     6.  Unissued  checks  shall  be  safeguarded so  as to prevent unauthorized
         access.

IV.  Investor Accounting and Reporting

     1.  The servicing  entity's investor reports shall agree with, or reconcile
         to, investors'  records  on  a  monthly  basis as  to the total  unpaid
         principal balance and number of loans serviced by the servicing entity.

V.   Mortgagor Loan Accounting

     1.  The  servicing  entity's  mortgage  loan  records shall  agree with, or
         reconcile  to, the  records of  mortgagors with  respect to  the unpaid
         principal  balance on a monthly basis.

     2.  Adjustments on  adjustable rate mortgage (ARM) loans shall  be computed
         based on the related mortgage note and any ARM rider.

     3.  Escrow accounts shall  be analyzed,  in accordance with the mortgagor's
         loan documents, on at least an annual basis.

     4.  Interest on escrow accounts shall be paid, or credited, to mortgagors
         in accordance with the applicable state laws.

VI.  Delinquencies

     1.  Records documenting collection efforts  shall be maintained  during the
         period a loan is in default and shall be undated at least monthly. Such
         records shall describe the entity's activities in monitoring delinquent
         loans including, for example, phone calls, letters and mortgage payment
         rescheduling plans in cases where the delinquency  is deemed  temporary
         (i.e., illness or unemployment).

VII. Insurance Policies

     1.  A fidelity bond and errors  and omissions  policy shall be in effect on
         the servicing entity  throughout the reporting  period in the amount of
         coverage represented to investors in management's assertion.

<page>

AURORA LOAN SERVICES

Master Servicer JPMorgan Chase Bank
                Attention: Institutional Trust Services/Glob
                4 New York, Plaza, 6th Floor
                New York, NY  10004

Subject:        Annual Officer's Certification
Fiscal Year:    2005
Investor Code:  E45
Investor Name:  GSR 2005-5F

The undersigned officer certifies the following for the Calendar Year 2005

1. I have reviewed the activities  and  performance of Aurora Loan Services (the
"Servicer")  during  the  preceding  year  under  the  terms  of  the  servicing
agreement,  and to the best of this officer's knowledge and belief, the Servicer
has fulfilled all of its duties,  responsibilities,  and obligations  under this
Agreement throughout 2005, or if there has been a material default or failure of
the  servicer to perform any such duties,  responsibilities  or  obligations,  a
description  of each such material  default or failure and the nature and status
thereof has been reported to GSR 2005-5F;

2. I have  confirmed  that the Servicer is  currently an approved  FNMA or FHLMC
servicer in good standing;

3. I have  confirmed  that  the  fidelity  bond  and the  errors  and  omissions
insurance policy required under the terms of the servicing agreement are in full
force and effect;

4. All premiums for each hazard  insurance  policy,  flood insurance  policy (if
applicable), and primary mortgage insurance policy (if applicable), with respect
to each mortgaged property,

5. All known real estate taxes, governmental assessments, and any other expenses
accrued and due, that if not paid,  could result in a lien or encumbrance on any
mortgaged  property,  have been paid,  or if any such costs or expenses have not
been paid with respect to any mortgaged property, the reason for the non-payment
has been reported to GSR 2005-5F;

6. All custodial accounts have been reconciled and are properly funded; and,

7. All annual  reports or  foreclosures  and  abandonment  of mortgage  property
required  per Sections  6050H,  6050J and 6050P of the  Internal  Revenue  Code,
respectively, have been prepared and filed.

                                Certified by:  AURORA LOAN SERVICES LLC
                                               By:  /s/ Terry L. Gentry
                                                    -------------------
                                              Name: Terry L. Gentry
                                             Title: Managing Director


<PAGE>


                                  EXHIBIT 99.3
                Countrywide Home Loans Servicing LP, as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


                        KPMG LLP                      Telephone  213 972 4000
                        Suite 2000                    Fax        213 822 1217
                        355 South Grand Avenue        Internet   www.us.kpmg.com
                        Los Angeles, CA  90071


                        Independent Accountants' Report

The Board of Directors
Countrywide Financial Corporation:

We have examined management's assertion, included in the accompanying Management
Assertion,  that Countrywide Financial  Corporation and subsidiaries,  including
its  wholly-owned   subsidiary,  Countrywide  Home  Loans,  Inc.  ("CHL"),   and
Countrywide  Home Loans  Servicing,  L.P.,  a  wholly-owned  subsidiary  of CHL,
(collectively,  the "Company") complied with the minimum servicing standards set
forth  in  the  Mortgage  Bankers   Association  of  America's   Uniform  Single
Attestation  Program for  Mortgage  Bankers  (USAP) as of and for the year ended
December 31, 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  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with the minimum servicing  standards  specified above 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 Countrywide  Financial Corporation
and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans,
Inc.  ("CHL"),  and  Countrywide  Home Loans  Servicing,  L.P.,  a  wholly-owned
subsidiary of CHL, complied with the aforementioned  minimum servicing standards
as of and for year ended  December  31, 2005 is fairly  stated,  in all material
respects.


By:  /s/ KPMG LLP
---------------------------
March 3, 2006



                                              COUNTRYWIDE
                                              Home Loans
                                              2900 Madera Road
                                              Simi Valley, California 93065-6298
                                              (805)955-1000

                             Management's Assertion

March 3, 2006

As  of  and  for  the  year  ended  December  31,  2005,  Countrywide  Financial
Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide
Home  Loans,  Inc.  ("CHL"),  and  Countrywide  Home Loans  Servicing,  L.P.,  a
wholly-owned subsidiary of CHL,  (collectively, the  "Company") have complied in
all material  respects  with the minimum  servicing  standards  set forth in the
Mortgage  Bankers  Association  of  America's  Uniform  Single  Attestation  for
Mortgage  Bankers.  As of and for this same period,  the Company had in effect a
mortgage banker's (fidelity) bond in the amount of $200 million and an errors ad
omissions  policy in the amount of $100  million and $130 million for the period
January  1, 2005 to August 1,  2005 and for the  period  from  August 1, 2005 to
December 31, 2005, respectively.
Sincerely,



/s/ Steve Balley
------------------------------
Steve Balley
Senior Managing Director and
Chief Executive Officer, Loan Administration

/s/ Kevin Meyers
------------------------------
Kevin Meyers
Managing Director and Chief Financial Officer,
Loan Administration



                                        COUNTRYWIDE
                                        Home Loans
                                        400 Countrywide Way
March 10, 2006                          Simi Valley, California 93065-6298


JPMorgan Chase Bank
Re: please see attached list
6525 West Campus Oval, Suite 200
New Albany, OH 43054
Attn: Carrie Grome


                             OFFICER'S CERTIFICATE

I, Joseph  Candelario,  hereby certify that I am the First Vice President,  Loan
Administration  of  Countrywide  Home  Loans,  Inc.,  fka  Countrywide   Funding
Corporation.  I further  certify,  with respect to the Servicing  Agreements for
Countrywide Mortgage Obligations, Inc., the following:

I have reviewed the activities and performance of the Servicer during the fiscal
year  ended  December  31,  2005  under the  Agreements  and,  to the best of my
knowledge,  based on my review,  the Servicer has  fulfilled  all of its duties,
responsibilities or obligations under the Agreements throughout the fiscal year.



/s/ Joseph M. Candelario                    March 10, 2006
----------------------------                --------------
Joseph M. Candelario                        Date
First Vice President
Compliance Officer
Loan Administration



GSAA   2005-11
GSAA   2005-14
GSMPS  2005-RP3
GSR    2004-03F
GSR    2004-10F
GSR    2004-11
GSR    2004-15F
GSR    2004-2F
GSR    2004-4
GSR    2004-8F
GSR    2004-9
GSR    2005-1F
GSR    2005-2F
GSR    2005-3F
GSR    2005-4F
GSR    2005-5F
GSR    2005-6F
GSR    2005-7F
GSR    2005-8F
TMTS   2004 1HE
TMTS   2004 3HE
TMTS   2004 7HE
TMTS   2004 5HE
TMTS   2004 9HE
TMTS   2004 18SL
IXIS   2005-HE3


<PAGE>

                                  EXHIBIT 99.4
                     GMAC Mortgage Corporation, as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------
                                        PricewaterhouseCoopers LLP
                                        PricewaterhouseCoopers Center
                                        300 Madison Avenue
                                        New York NY 10017
                                        Telephone (646) 741 3000
                                        Facsimile (813) 286 6000

                       Report of Independent Accountants

To the Board of Directors and Shareholder
of GMAC Mortgage Corporation:

We have examined management's  assertion about GMAC Mortgage Corporation and its
subsidiaries  (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") as of and for the year 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  performed  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
 --------------------------------
 PricewaterhouseCooper, LLP

 March 21, 2006


GMAC Mortgage
                                                                Exhibit I


                  Management's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards

March 21, 2006

As of and for the year ended December 31, 2005,  GMAC Mortgage  Corporation  and
its subsidiaries (the "Company") 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").

As of and for this same  period,  the Company had in effect a fidelity  bond and
errors and omissions  policies in the amounts of $350,000,000 and  $100,000,000,
respectively.


 /s/ Jim Hillsman
 -------------------
 Jim Hillsman
 Chief Operating Officer
 GMAC Residential Holding Corp

 /s/ Dave Bricker
 -------------------
 Dave Bricker
 Chief Financial Officer
 GMAC Residential Holding Corp

 /s/ Tony Renzi
 -------------------
 Tony Renzi
 Executive Vice President,
 National Servicing Administration
 GMAC Residential Holding Corp



February 28, 2006

JPMorgan Chase Bank, N.A.
Amy Brinkman
6525 West Campus Oval, Suite 200
New Albany, OH  43054

RE:  Annual Officers Statement of Compliance
     Year Ending 2005

GMAC Mortgage Corporation ("GMACM") hereby certifies to the best of our
knowledge and belief for the deals noted on the attached Exhibit A, that for
the calendar year 2005:

1.   A  review  of the  activities  of the  Seller/Servicer  and of  performance
     according  to  the   Seller/Servicer   contract  has  been  made under such
     undersigned Officer's supervision.
2.   To the  best of the  undersigned  Officer's  knowledge,  and  based on such
     review, the  Seller/Servicer  has fulfilled all its  obligations  under the
     Guides for such year.
3.   GMACM is currently an approved FNMA and FHLMC Servicer in good standing.
4.   If applicable, GMACM has filed the information returns with respect to the
     receipt of mortgage interest pursuant to Sections 6050H, 5060J and 6050P of
     the Code,  received in a trade or  business,  reports of  foreclosures  and
     abandonment's  of  any  Mortgaged  Property  and  the  information  returns
     relating  to  cancellation  of  indebtedness  income  with  respect  to any
     Mortgaged Property.
4.   All hazard,  flood, FHA mortgage  insurance and primary mortgage  insurance
     premiums,  taxes,  ground rents,  assessments and other lienable items have
     been paid in connection with the mortgaged properties.
5.   All property inspections have been completed as required.
6.   Compliance relative to Adjustable Rate Mortgages has been met.
7.   Fidelity Bond and Errors and Omissions  Insurance  coverage is current,  in
     full force and effect.

Servicer:    GMAC Mortgage Corporation

By:          /s/ Michael Kacergis
             ------------------------
Name:        Michael Kacergis

Title:       Manager
             Enterprise Risk Management
             Enterprise Servicing Group Risk and Compliance


                                   Exhibit A

CSFB 2002-AR33
CSFB 2002-34
GSAMP 2004-SD1
GSAMP 2004-SEA1
GSMPS 2004-4
GSMPS 2005-LT1
GSMPS 2005-RP2
GSMPS 2005-RP3
GSR 2004-10F
GSR 2005-5F
GSR 2005-6F
GSR 2005-7F
GSR 2005-8F
GSRPM 2004-1

<PAGE>

                                  EXHIBIT 99.5
                        IndyMac Bank F.S.B., as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------

                       Ernst & Young LLP                   Phone: (213) 977-3200
                       725 South Figueroa Street           www.ey.com
                       Los Angeles, California 90017-5418


                       Report on Management's Assertion on
   Compliance with the Specified Minimum Servicing Standards Set Forth in the
             Uniform Single Attestation Program for Mortgage Bankers

            Report of Independent Registered Public Accounting Firm


Board of Directors and Shareholder
IndyMac Bank, F.S.B.

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management,  that IndyMac Bank, F.S.B, (the Bank) complied with
the  servicing  standards  identified  in  Exhibit  A  (the  "specified  minimum
servicing  standards")  to the Report of Management as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  (USAP)  during  the  year  ended  December  31,  2005.   Management  is
responsible for the Bank's  compliance with these  specified  minimum  servicing
standards. Our responsibility is to express an opinion on management's assertion
about the Bank's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test  basis,  evidence  about the  Bank's  compliance  with the
specified 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  Bank's  compliance  with  the  specified  minimum
servicing standards.

In  our  opinion,  management's  assertion  that  the  Bank  complied  with  the
aforementioned  specified  minimum  servicing  standards  during  the year ended
December 31, 2005, is fairly stated, in all material respects.

/s/ Ernst & Young LLP
--------------------------
February 21, 2006



                      Management's Assertion on Compliance
            with the Specified Minimum Servicing Standards Set Forth
         in the Uniform Single Attestation Program for Mortgage Bankers

                              Report of Management

We, as members of management of IndyMac Bank, F.S.B. (the Bank), are responsible
for complying with the servicing standards  identified in the attached Exhibit A
(the  "specified  minimum  servicing  standards")  as set forth in the  Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  (USAP).  We are  also  responsible  for  establishing  and  maintaining
effective   internal  control  over  compliance  with  these  specified  minimum
servicing  standards.  We have performed an evaluation of the Bank's  compliance
with the specified minimum  servicing  standards as of December 31, 2005 and for
the year then ended.  Based on this  evaluation,  we assert that during the year
ended December 31, 2005, the Bank complied,  in all material respects,  with the
specified minimum servicing standards.

As of December  31,  2005 and for the year then ended,  the Bank had in effect a
fidelity bond in the amount of $90,000,000 and an errors and omissions policy in
the amount of $20,000,000.


/s/ Michael W. Perry                    /s/ Tony Ebers
---------------------                   -----------------------------
Michael W. Perry                        Tony Ebers
Chairman and                            Executive Vice President and
Chief Executive Officer                 CEO Indymac Consumer Bank


/s/ Scott Keys                          /s/ J.K. Hoey
----------------------                  -----------------------------
Scott Keys                              J.K. Hoey
Executive Vice President and            Senior Vice President
Chief Financial Officer                 Home Loan Servicing


February 21, 2006



                                                                    Exhibit A

                     Specified Minimum Servicing Standards

I.   Custodial Bank Accounts

1.   Reconciliations shall be prepared on a monthly basis for all custodial bank
     accounts and related bank clearing accounts. These reconciliations shall:

     a.  be mathematically accurate;

     b.  be prepared within forty-five (45) calendar days after the cutoff date.
         The cutoff date is the date as of which a bank account is reconciled
         every month.  It may, or may not, coincide with a prescribed investor
         reporting date but shall be consistent from period to period;

     c.  be reviewed and approved by someone other than the person who prepared
         the reconciliation; and

     d.  document explanations for reconciling items.  These reconciling items
         shall be resolved within ninety (90) calendar days of their original
         identification.

2.   Funds of the servicing  entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

3.   Each  custodial   account  shall  be  maintained  at  a  federally  insured
     depository institution in trust for the applicable investor.

4.   Escrow  funds  held in  trust  for a  mortgagor  shall be  returned  to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II.  Mortgage Payments

1.   Mortgage  payments  shall be deposited into the custodial bank accounts and
     related bank clearing accounts within two (2) business days of receipt.

2.   Mortgage  payments made in accordance with the  mortgagor's  loan documents
     shall be posted to the applicable mortgagor records within two (2) business
     days of receipt.

3.   Mortgage  payments  shall be allocated to principal,  interest,  insurance,
     taxes or  other  escrow  items in  accordance  with  the  mortgagor's  loan
     documents.

4.   Mortgage  payments  identified  as  loan  payoffs  shall  be  allocated  in
     accordance with the mortgagor's loan documents.

III. Disbursements

1.   Disbursements  made via wire  transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements  made on behalf of a mortgagor  or  investor  shall be posted
     within two (2)  business  days to the  mortgagor's  or  investor's  records
     maintained by the servicing entity.

3.   Tax and  insurance  payments  shall be made on or  before  the  penalty  or
     insurance policy  expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the  servicing  entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment  penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing  entity's
     funds and not charged to the mortgagor,  unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts  remitted to investors per the  servicer's  investor  reports shall
     agree with cancelled  checks,  or other form of payment,  or custodial bank
     statements.

6.   Unissued checks shall be safeguarded so as to prevent unauthorized access.

IV.  Investor Accounting and Reporting

1.   The servicing  entity's investor reports shall agree with, or reconcile to,
     investors'  records  on a monthly  basis as to the total  unpaid  principal
     balance and number of loans serviced by the servicing entity.

V.   Mortgagor Loan Accounting

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal  balance
     on a monthly basis.

2.   Adjustments on adjustable rate mortgage (ARM) loans shall be computed based
     on the related  mortgage note and any ARM rider.

3.   Escrow accounts shall be analyzed,  in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow  accounts  shall be paid, or credited,  to mortgagors in
     accordance with the applicable state laws.

VI.  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 mortgage payment
     rescheduling  plans in cases  where the  delinquency  is  deemed  temporary
     (i.e., illness or unemployment).

VII. Insurance Policies

1.   A fidelity bond and errors and  omissions  policy shall be in effect on the
     servicing entity  throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.



                              Officer's Certificate

The following shall certify,  to the best of my knowledge,  that (1) a review of
the  activities  of the  Servicer  during the  preceding  fiscal year under this
Agreement  has been made under the  supervision  of an officer of Indymac  Bank,
Inc., and that (2) Indymac Bank, Inc.  acting as Servicer,  has fulfilled all of
its obligations  under this Agreement for the period covered by the related Form
10-K Annual Report.


                                           By:  /s/ Robert M. Abramian
                                                ----------------------
                                                Robert M. Abramian
                                                First Vice President
                                                Home Loan Servicing
                                                Investor Reporting
                                                Indymac Bank


Prepared for:   JP Morgan Chase Bank

Date:           February 28, 2006

Ref:            The Servicing Agreement dated as of February 1, 2004, executed
                by IndyMac, F.S.B., as Servicer, and Goldman Sachs Mortgage
                Company, as Owner.

                GSAA 2004-4
                GSR 2004-5
                GSR 2005-5F
                GSR 2004-9
                CSFB 2004-AR5
                CSFB HEMT 2005-2
                CSFB HEMT 2005-4
                GSR 2004-8F
                GSR 2004-11
                GSR 2004-10F
                GSR 2005-2F
                GSR 2005-3F
                GSR 2005-4F

<PAGE>

                                  EXHIBIT 99.6
                     National City Mortgage Co., as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------

                         Ernst & Young LLP              Phone (216) 861-5000
                         Suite 1300                      www.ey.com
                         Cleveland, Ohio

                 Report on Management's Assertion on Compliance
         with the Specified Minimum Servicing Standards Set Forth in the
             Uniform Single Attestation Program for Mortgage Bankers

                        Report of Independent Accountants


Board of Directors
National City Mortgage Co.

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the  minimum  servicing  standards  identified  in  Exhibit  A to the  Report of
Management  (the  specific  minimum  servicing  standards)  as set  forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage  Bankers  during  the  year-ended  December  31,  2005.  Management  is
responsible for NCM's compliance with the specified minimum servicing standards.
Our  responsibility  is to express an opinion on management's  assertions  about
NCM's compliance based on our examination.

Our examination was made in accordance with attestation standards established by
the Public Company Accounting Oversight Board (United States) and,  accordingly,
included  examining,  on a test basis,  evidence about NCM's compliance with the
specified 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  NCM's  compliance  with  specified  minimum  servicing
standards.

In our opinion, management's assertion that NCM complied with the aforementioned
specified minimum  servicing  standards during the year ended December 31, 2005,
is fairly stated, in all material respects.

/s/ Ernst & Young LLP
---------------------
March 1, 2006



                                   National City Mortgage Co.
                                   A Subsidiary of National City Bank of Indiana
                                   3232 Newmark Drive  .  Miamisburg, Ohio 45342
                                   Telephone: (937) 910-1200

                                   Mailing Address:
                                   P.O. Box 1820
                                   Dayton, Ohio 45401-1820


           Management's Assertion on Compliance with Minimum Servicing
       Standards Set Forth in the Uniform Single Attestation Program
                              for Mortgage Bankers

                              Report of Management

We,  as  members  of  management  of  National  City  Mortgage  Co.  (NCM),  are
responsible  for  complying  with  the  servicing  standards  identified  in the
attached Exhibit A (the specified  minimum servicing  standards) as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage  Bankers  (USAP).  We are also  responsible  for  establishing  and
maintaining  effective  internal  control over  compliance  with these specified
minimum servicing standards. We have performed an evaluation of NCM's compliance
with the specified minimum  servicing  standards as of December 31, 2005 and for
the year then ended.  Based on this  evaluation,  we assert that during the year
ended  December 31, 2005,  NCM  complied,  in all  material  respects,  with the
specified minimum servicing standards set forth in the USAP.

As of  December  31,  2005  and for the year  then  ended,  NCM had in  effect a
fidelity  bond policy in the amount of $200 million and an errors and  omissions
policy in the amount of $250 million.


                                      /s/ Steven M. Scheid
                                      -------------------------
                                      Steven M. Scheid
                                      Senior Vice President


                                      /s/ T. Jackson Case, Jr.
                                      -------------------------
                                      T. Jackson Case, Jr.
                                      Executive  Vice President

March 1, 2006


                                   Exhibit A

                     Specified Minimum Servicing Standards


I.   Custodial Bank Accounts

1.   Reconciliations shall be prepared on a monthly basis for all custodial bank
     accounts and related bank clearing accounts. These reconciliations shall:

        a.   be mathematically accurate;

        b.   be prepared within forty-five (45) calendar days after the cutoff
             date. The cutoff  date is the date as of which a bank  account  is
             reconciled  every  month. It may, or may not, coincide with a
             prescribed  investor  reporting date but shall be consistent from
             period to period;

        c.   be reviewed and approved by someone  other than the person who
             prepared the reconciliation; and

        d.   document  explanations for reconciling items. These reconciling
             items shall  be  resolved   within  ninety  (90) calendar days  of
             their original  identification.

2.   Funds of the servicing  entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

3.   Each  custodial   account  shall  be  maintained  at  a  federally  insured
     depository institution in trust for the applicable investor.

4.   Escrow  funds  held in  trust  for a  mortgagor  shall be  returned  to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II.  Mortgage Payments

1.   Mortgage  payments  shall be deposited into the custodial bank accounts and
     related bank clearing accounts within two (2) business days of receipt.

2.   Mortgage  payments made in accordance with the  mortgagor's  loan documents
     shall be posted to the applicable mortgagor records within two (2) business
     days of receipt.

3.   Mortgage  payments  shall be allocated to principal,  interest,  insurance,
     taxes or  other  escrow  items in  accordance  with  the  mortgagor's  loan
     documents.

4.   Mortgage  payments  identified  as  loan  payoffs  shall  be  allocated  in
     accordance with the mortgagor's loan documents.

III. Disbursements

1.   Disbursements  made via wire  transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements  made on behalf of a mortgagor  or  investor  shall be posted
     within two (2)  business  days to the  mortgagor's  or  investor's  records
     maintained by the servicing entity.

3.   Tax and  insurance  payments  shall be made on or  before  the  penalty  or
     insurance policy  expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the  servicing  entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment  penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing  entity's
     funds and not charged to the mortgagor,  unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts  remitted to investors per the  servicer's  investor  reports shall
     agree with cancelled  checks,  or other form of payment,  or custodial bank
     statements.

6.   Unissued checks shall be safeguarded so as to prevent unauthorized access.

IV.  Investor Accounting and Reporting

1.   The servicing  entity's investor reports shall agree with, or reconcile to,
     investors'  records  on a monthly  basis as to the total  unpaid  principal
     balance and number of loans serviced by the servicing entity.

V.   Mortgagor Loan Accounting

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal  balance
     on a monthly basis.

2.   Adjustments on adjustable rate mortgage (ARM) loans shall be computed based
     on the related mortgage note and any ARM rider.

3.   Escrow accounts shall be analyzed,  in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow  accounts  shall be paid, or credited,  to mortgagors in
     accordance with the applicable state laws.

VI.  Delinquencies

1.   Records  documenting  collection  efforts  shall be  maintained  during the
     period a loan is in default  and shall be undated  at least  monthly.  Such
     records shall  describe the entity's  activities  in monitoring  delinquent
     loans  including,  for example,  phone calls,  letters and mortgage payment
     rescheduling  plans in cases  where the  delinquency  is  deemed  temporary
     (i.e., illness or unemployment).

VII. Insurance Policies

1.   A fidelity bond and errors and  omissions  policy shall be in effect on the
     servicing entity  throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.



                                   National City Mortgage Co.
                                   A Subsidiary of National City Bank of Indiana
                                   3232 Newmark Drive  .  Miamisburg, Ohio 45342
                                   Telephone: (937) 910-1200

                                   Mailing Address:
                                   P.O. Box 1820
                                   Dayton, Ohio 45401-1820


                              COMPANY CERTIFICATION

I, T. Jackson  Case,  Jr.,  hereby  certify to J.P.MORGAN  MORTGAGE  ACQUISITION
CORP.,  that I am a duly  elected  Executive  Vice  President  of National  City
Mortgage Corporation (the "Company"),  a corporation organized under the laws of
the State of Ohio and further as follows:

    (i)    A  review  of  the activities of  the Servicer  during the  preceding
           calendar year and of  performance under this  Agreement has been made
           under such officers' supervision,

    (ii)   The Servicer has fully complied with the provisions of this Agreement
           and

    (iii)  To the best of  such officers' knowledge,  based on such review,  the
           Servicer has fulfilled all  of its  obligations under this  Agreement
           throughout  such  year, or,  if there  has  been  a  default  in  the
           fulfillment  of  any  such obligation, specifying  each such  default
           known to such officer and the nature and status thereof.


National City Mortgage

Certified By:  /s/  T. Jackson Case, Jr.      Date:  March 2, 2006
               -------------------------             --------------
Name:          T. Jackson Case, Jr.

Title:         Executive  Vice President



                                   National City Mortgage Co.
                                   A Subsidiary of National City Bank of Indiana
                                   3232 Newmark Drive  .  Miamisburg, Ohio 45342
                                   Telephone: (937) 910-1200

                                   Mailing Address:
                                   P.O. Box 1820
                                   Dayton, Ohio 45401-1820


                                  ATTACHMENT TO
                         ANNUAL STATEMENT OF COMPLIANCE

CSFB  2002-34
CSFB  2002-AR13
CSFB  2002-AR27
CSFB  2002-AR28
CSFB  2002-AR31
CSFB  2002-AR33
CSFB  2003-11
CSFB  2003-17
CSFB  2003-AR12
CSFB  2003-AR15
CSFB  2003-AR2
CSFB  2003-AR26
GSAA  2005-11
GSAA  2005-14
GSAMP 2005-SEA1
GSR   2003-7F
GSR   2003-9
GSR   2004-03F
GSR   2004-10F
GSR   2004-11
GSR   2004-13F
GSR   2004-6F
GSR   2004-9
GSR   2005-2F
GSR   2005-3F
GSR   2005-4F
GSR   2005-5F
GSR   2005-6F
GSR   2005-7F
GSR   2005-8F



<PAGE>

                                  EXHIBIT 99.7
                      PHH Mortgage Corporation, as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To PHH Mortgage Corporation:

We have examined PHH Mortgage  Corporation's (the "Company") compliance with its
established   minimum   servicing   standards   described  in  the  accompanying
Management's  Assertion,  dated  February 28, 2006, as of and for the year ended
December 31, 2005.  Management is responsible  for compliance with those minimum
servicing  standards.  Our  responsibility  is to  express  an  opinion  on the
Company's compliance based on our examination.

Our examination was conducted in accordance with attention 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.

Our examination disclosed the following instance of material  noncompliance with
the  reconciliation of custodial bank accounts  applicable to the Company during
the  year  ended  December  31,  2005.  The  Company  did not  comply  with  the
requirement to prepare custodial bank account reconciliations within 45 calendar
days after the cutoff  date and the  requirement  to resolve  reconciling  items
within 90 calendar days of their original  identification  as specified by their
minimum servicing standards.

In our opinion, except for the material noncompliance described in the preceding
paragraph,   the  Company  complied,   in  all  material   respects,   with  the
aforementioned minimum servicing standards as of and for the year ended December
31, 2005, as set forth in Appendix I.


/s/ Deloitte & Touche LLP
-------------------------
Princeton, NJ

February 28, 2006




PHH Mortgage
3000 Leadenhall Road
Mt. Laurel, NJ 08054


February 28, 2006

As of and for the year ended  December 31, 2005, PHH Mortgage  Corporation  (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, except for as discussed below.

The Company completed all custodial bank account reconciliations within  60 days
of the cutoff date, however did not complete all reconciliations within  45 days
of the cutoff as  specified by the minimum  servicing  standards.  As such,  the
Company has determined that it was materially non-compliant with the requirement
to prepare custodial bank account  reconciliations within 45 calendar days after
the cutoff date.

During  the  year  ended  December  31,  2005,  the  Company  determined  it was
materially  non-compliant  with the  requirement  to resolve  reconciling  items
resulting from custodial bank account reconciliations within 90 calendar days as
specified by the minimum servicing standards.

As of and for this same  period,  the Company had in effect a fidelity  bond and
errors and  omissions  policy  in the amount of $160  million  and $20  million,
respectively.


PHH Mortgage Corporation


 /s/ Terence W. Edwards
-----------------------------
Terence W. Edwards
President and Chief Executive Officer


 /s/ Mark Danahy
-----------------------------
Mark Danahy
Senior Vice President and Chief Financial Officer


 /s/ Martin L. Foster
-----------------------------
Martin L. Foster
Senior Vice President - Loan Servicing




APPENDIX I

PHH MORTGAGE CORPORATION - MINIMUM SERVICING STANDARDS

I.   CUSTODIAL BANK ACCOUNTS

1.   Reconciliations shall be prepared on a monthly basis for all custodial
     bank accounts and related bank clearing accounts.  These reconciliations
     shall:
        . be mathematically accurate;
        . be prepared within forty-five (45) calendar days after the cutoff
          date;
        . be reviewed and approved by someone other than the person who
          prepared the reconciliation; and
        . document explanations for reconciling items.  The reconciling items
          shall be resolved within ninety (90) calendar days of their
          original identification.

2.   Funds of the servicing entity shall be advanced in cases where there is
     an overdraft in an investor's or mortgagor's account

3.   Each custodial account shall be maintained at a federally insured
     depository institution in trust for the applicable investor.

4.   Escrow funds held in trust for a mortgagor shall be returned to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage
     loan.

II.  MORTGAGE PAYMENTS

1.   Mortgage payments shall be deposited into the custodial bank accounts
     and related bank clearing accounts within two business days of receipt.

2.   Mortgage payments made in accordance with the mortgagor's loan documents
     shall be posted to the applicable mortgagor records within two business
     days of receipt.

3.   Mortgage payments shall be allocated to principal, interest, insurance,
     taxes or other escrow items in accordance with the mortgagor's loan
     documents.

4.   Mortgage payments identified as loan payoffs shall be allocated in
     accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

1.   Disbursements  made via wire  transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements  made on behalf of a mortgagor  or investor  shall be posted
     within  two  business  days  to  the  mortgagor's  or  investor's   records
     maintained by the servicing entity.

3.   Tax and  insurance  payments  shall be made on or  before  the  penalty  or
     insurance policy  expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the  servicing  entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment  penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing  entity's
     funds and not charged to the mortgagor,  unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts  remitted to investors per the  servicer's  investor  reports shall
     agree with cancelled  checks,  or other form of payment,  or custodial bank
     statements.

6.   Unused checks shall be safeguarded so as to prevent unauthorized access.

IV.  INVESTOR ACCOUNTING AND REPORTING

1.   The servicing  entity's  investor reports shall agree with, or reconcile to
     investors' on a monthly basis as to the total unpaid principal  balance and
     number of loans serviced by the servicing entity.

V.   MORTGAGOR LOAN ACCOUNTING

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal  balance
     on a monthly basis.

2.   Adjustments  on ARM loans shall be computed  based on the related  mortgage
     note and any ARM rider.

3.   Escrow accounts shall be analyzed,  in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow  accounts  shall be paid, or credited,  to mortgagors in
     accordance  with the  applicable  state laws. (A  compilation of state laws
     relating  to the payment of  interest  on escrow  accounts  may be obtained
     through  the MBA's FAX ON DEMAND  service.  For more  information,  contact
     MBA.)


VI.  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 mortgage payment
     rescheduling  plans in cases  where the  delinquency  is  deemed  temporary
     (e.g., illness or unemployment).

VII. INSURANCE POLICIES

1.   A fidelity  bond and errors and omissions  policy shall be in effect on the
     servicing entity  throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





PHH Mortgage        4001 Leadenhall Road
                    Mt. Laurel, NJ 08054


February 28, 2006

JP MORGAN CHASE BANK
Compliance Department
4 New York Plaza, 6th floor
New York, NY 10004


RE: Annual Statement as to Compliance

Investor number(s):  231-001      Deal name(s): GSR 2005-5F


Dear Investor, Master Servicer or Trustee,

The  undersigned  officer  certifies the following for PHH Mortgage Corp.  f/k/a
Cendant  Mortgage  Corp.,  for  the  2005  calendar  year.  To the  best  of our
knowledge:

a)   The activities and performances of the Servicer during the preceding Fiscal
     year under the terms of the Servicing Agreement, Trust  Agreement,  Pooling
     and Servicing Agreement and/or  Servicer Guide  for the deal  listed above,
     and to the best of my  knowledge  the  Servicer has  fulfilled  all of  its
     duties, responsibilities  or  obligations  under this  Agreement throughout
     such year, or  if there has  been  default or failure  of the  Servicer  to
     perform any  such duties, responsibilities or obligations, a description of
     each default or failure and the nature and status thereof has been reported
     to JP MORGAN CHASE BANK, NA;

b)   The  Servicer  is  currently  an  approved  FNMA or FHLMC  Servicer in good
     standing;

c)   The Fidelity Bond, the Errors and Omissions  Insurance Policy and any other
     bonds required under the terms of the Servicing Agreement, Trust Agreement,
     Pooling and Servicing Agreement and/or Servicer Guide are in full force and
     effect;

d)   All premiums for each Hazard Insurance  Policy,  Flood Insurance Policy (if
     applicable) and Primary Mortgage  Insurance  Policy (if  applicable),  with
     respect to each Mortgaged Property,  have been paid and that such insurance
     policies are in full force and effect;

e)   All real estate  taxes,  governmental  assessments  and any other  expenses
     accrued and due, that if not paid could result in a lien or  encumbrance on
     any  Mortgage  Property,  have been paid,  or if any such costs or expenses
     have been paid with respect to any Mortgaged  Property,  the reason for the
     non-payment has been reported to JP MORGAN CHASE BANK, NA;

f)   All Custodial Accounts have been reconciled and are properly funded; and

g)   All annual reports of  Foreclosure  and  Abandonment of Mortgaged  Property
     required per section 6050H,  6050J and 6050P of the Internal  Revenue Code,
     respectively, have been prepared and filed.

Certified by:

/s/ Jack Webb
--------------------------
Jack Webb
Assistant Vice President

Date:  February 28, 2006


<PAGE>

                                  EXHIBIT 99.8
                      SunTrust Mortgage, Inc., as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


                                               PricewaterhouseCoopers LLP
                                               10 Tenth Street, Suite 1400
                                               Atlanta GA 30309-3851
                                               Telephone: (678) 419 1000
                                               Facsimile: (678) 419 1239


                        Report of Independent Accountants

To the Board of Directors and Shareholder
of SunTrust Mortgage, Inc. and Subsidiaries:

We have examined  management's  assertion about SunTrust Mortgage,  Inc. and its
subsidiaries'  (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") as of and for the year 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 year ended December
31, 2005 is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers, LLP
-------------------------------
February 21, 2006

                                                        SunTrust Mortgage
                                                        901 Semmes Avenue
                                                        Richmond, Virginia 23224


                                                                    Exhibit I

                  Management's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards

March 17, 2006

As of and for the year ended December 31, 2005, SunTrust Mortgage,  Inc. and its
subsidiaries  (the  "Company")  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").

As of and for this same period, the Company had in effect a SunTrust Banks, Inc.
and subsidiaries fidelity bond and errors and omissions policy in the amounts of
$150 million.


 /s/ Sterling Edmunds, Jr.
 ------------------------------
 Sterling Edmunds, Jr.
 Chairman, Chief Executive Officer


 /s/ Marvin L. Watts
 ------------------------------
 Marvin L. Watts
 Executive Vice President, Executive Servicing &
 Operations Manager


 /s/ John R. Purcell, Jr.
 ------------------------------
 John R. Purcell, Jr.
 Loan Servicing Manager




                                                     SunTrust Mortgage, Inc.
                                                        Post Office Box 26149
                                                        Richmond, VA 23260-6149
                                                        Toll Free 1.800.634.7928
                                                        www.suntrustmortgage.com


JP Morgan Chase, Master Servicing
6525 West Campus Oval, Suite 200
New Albany, OH 43054

RE: ANNUAL SERVICING CERTIFICATION
Deal Names: GSR 2005-7F - GSR 2005-5F - GSR 2005-8F  GSAA 2005-11 - GSAA 2005-14

In connection with the loans serviced by SunTrust  Mortgage,  Inc. for JP Morgan
Chase, I, the undersigned officer,  hereby certify the following as December 31,
2005:

*      All  real  estate  taxes,  special  assessments  and any charges that may
       become a lien upon the property and which became due in the last calendar
       year have been  paid.  This  also  includes  verification of payment with
       taxing authorities for non-impound accounts.

*      For those loans with escrow/impound accounts for the payment of taxes and
       insurance, sufficient  amounts are being collected monthly to provide for
       payment of future amounts due.

*      All FHA  insurance  premiums  or  private mortgage insurance premiums, if
       applicable, have been paid and such coverage is in full force and effect.

*      All properties are  adequately  insured  against  casualty  loss  and, if
       applicable,  flood  loss  and we are in possession of the original hazard
       insurance and floor insurance policies.

*      Fidelity Bond coverage and Errors and Omissions coverage  combined policy
       of $150,000,000 is adequate and in place and the applicable premiums have
       been paid.

*      All interest  and/or  monthly  payment  adjustments for ARM and GPM loans
       have been made in accordance with the  mortgage terms. Timely  and proper
       notice of such changes was provided to the mortgagors.

*      All property  inspections have been completed according to the provisions
       of our Servicing Agreement, if applicable.

*      The P&I custodial  account and  any clearing accounts are maintained in a
       depository  institution  the  deposits  of which  are insured by the Bank
       Insurance  Fund.  The  depository institution   meets or exceeds the most
       recent financial rating requirements set forth by FNMA.

*      We have  complied  with  all other provisions of the Servicing Agreement.

*      We are in  compliance with  IRS requirements  and all federal, state, and
       local  laws  for reporting the receipt  of interest,  payment of fees, or
       acquisition of properties.

*      To the best  of  my  knowledge  and  upon  reasonable  investigation, the
       servicing  of  the  Mortgage  Loans  during  the  preceding year has been
       conducted in  compliance  with  all  other  provision  of  the  Servicing
       Agreement(s)/Purchase  and  Sale  Agreement(s) barring such exceptions as
       listed. Any exceptions to this certification are  listed on an attachment
       along with explanations concerning their completion.  If none are listed,
       it should be considered that there are no exceptions.


BY: /s/ Annette Holman-Foreman                  DATE: March 15, 2006
    --------------------------
    Annette Holman-Foreman, VP
        (name and title)



<PAGE>

                                  EXHIBIT 99.9
                       Wells Fargo Bank, N.A., as Servicer
   Annual Independent Accountants' Servicing Report with Management Assertion
                  Annual Servicer's Statement as to Compliance
                                ---------------


KPMG LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, IA  50309


                        Independent Accountants' Report


The Board of Directors
Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.:

We have examined management's assertion,  included in the accompanying Assertion
of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
(the Company),  that the Company complied with the minimum  servicing  standards
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program for  Mortgage  Bankers  (USAP) as of and for the year ended
December 31, 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  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with the minimum servicing  standards  specified above 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/  KPMG LLP
--------------------
February 21, 2006




Wells Fargo Home Mortgage                               1 Home Campus
                                                        Des Moines, IA  50328



             Assertion of Management of Wells Fargo Home Mortgage,
                      a division of Wells Fargo Bank, N.A.

As of  and for  the year ended  December 31, 2005,  Wells Fargo Home Mortgage, a
division of Wells Fargo Bank,  N.A.  (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.

As of and for this same period,  the Company had in effect a fidelity bond along
with an errors  and  omissions  policy in the  amount  of $100  million  and $20
million, respectively.



 /s/ Michael J. Heid                                February 21, 2005
  --------------------------
  Michael J. Heid, Division President, Capital Markets, Finance & Administration
  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


 /s/ Franklin R. Codel                              February 21, 2005
  --------------------------
  Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate
  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


 /s/ Mary Coffin                                     February 21, 2005
  --------------------------
  Mary Coffin, Executive Vice President, Servicing & Post Closing
  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


By: /s/ Cara K. Heiden                                February 21, 2005
  --------------------------
  Cara K. Heiden, Division President, Nat'l Consumer & Institutional Lending
  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.



February 24, 2006

                                  See Attached Listing of Pools
RE:  2005 Annual Certification


We hereby certify to the best of our  knowledge and belief that for the calendar
year of 2005:

    1.  All real estate taxes, bonds  assessments and  other lienable items have
        been paid.

    2.  All  FHA  mortgage insurance,  private  mortgage insurance premiums, and
        flood insurance have been paid (if applicable).

    3.  Hazard insurance policies  held by us meet the requirements as specified
        in the servicing agreement, or those of  a normal prudent  lender if not
        specified, and those premiums due have been paid.

    4.  We have made all property inspections as required.

    5.  Fidelity  bond  and  Errors and  Omissions insurance  coverage currently
        exists.

    6.  That the Officer  signing this certificate  has  reviewed the activities
        and performance of the Servicer during the preceding  fiscal  year under
        the  terms  of the  Servicing  Agreement,  Trust Agreement,  Pooling and
        Servicing Agreement  and/or  Seller/Servicer Guide or similar agreements
        and to the best of this  officer's knowledge, the Servicer has fulfilled
        all  of its  duties, responsibilities  or obligations of such  agreement
        throughout the year, or if  there has  been a  default or failure of the
        servicer to perform any of such duties, responsibilities or obligations,
        a  description  of  each default  or failure  and the  nature and status
        thereof has been reported.

Sincerely,

By:     /s/ John B. Brown
        ------------------
        John B. Brown
        Vice President
        Wells Fargo Home Mortgage


One Home Campus
Des Moines, IA 50328-0001

GSR    2003-7F
GSR    2004-4
GSAMP  2004-SEA1
GSR    2004-11
GSRPM  2004-1
GSR    2004-8F
GSR    2004-9
GSMPS  2004-4
GSR    2004-13F
GSR    2005-1F
GSAMP  2005-SEA1 - DEUTSCHE BANK
GSMPS  2005-RP2
GSR    2005-5F
GSMPS  2005-LT1
GSR    2005-7F
GSMPS  2005-RP3
GSAA   2005-11
GSAMP  2005-SEA2
GSR    2004-2F
GSR    2004-10F