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  333-120274-14

                         GS MORTGAGE SECURITIES CORP.
         (as Depositor under the Master Servicing and Trust Agreement,
           dated as of March 1, 2005, providing for the issuance of
               Mortgage Pass-Through Certificates, Series 2005-3F)
             (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 2005-3F
               Mortgage Pass-Through Certificates, Series 2005-3F
            (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 66
         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.

         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 99.2 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 99.3 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 99.4 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     Countrywide Home Loans Servicing LP, as Servicer
           Annual Independent Accountants' Servicing Report with Management
           Assertion and Annual Servicer's Statement as to Compliance

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

99.4     National City Mortgage Co., 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 2005-3F (the  "Trust")  Mortgage  Pass-Through
Certificates,  Series 2005-3F, issued pursuant to the Master Servicing and Trust
Agreement,  dated as of March 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  Countrywide  Home Loans  Servicing  LP,  IndyMac  Bank F.S.B.,
National  City  Mortgage Co., 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
                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.


/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.



By: /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 99.3
                        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 99.4
                     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