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, 2004

[ ]    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 333-100818-46

                         GS MORTGAGE SECURITIES CORP
          (as Depositor under the Master Servicing and Trust Agreement,
             dated as of July 1, 2004, providing for the issuance of
               Mortgage Pass-Through Certificates, Series 2004-9)
             (Exact name of registrant as specified in its charter)

       Delaware                                       13-6357101
 (State or other jurisdiction of               (IRS Employer Identification No.)
     incorporation)

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

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


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 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 an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

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 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, 2004, the number of holders of each
class of offered certificates was 46 based on records provided by DTC.

Item 6.  Selected Financial Data.

         Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial condition and
         Results of Operations.

         Not Applicable.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

         Not Applicable.

Item 8.  Financial Statements and Supplementary Data.

         Not Applicable.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.

Item 9A. Controls and Procedures.

         Not Applicable.

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 31.1 hereto.

     Annual Independent Accountants' Report with Management Assertion
     filed as Exhibit 99.1 hereto.

     Servicer's Annual Statement as to  Compliance filed as Exhibit 99.2 hereto.

(b) The exhibits required to be filed by Registrant pursuant to Item 601 of
    Regulation S-K are listed in Item (15)(a)(3) above.

(c)  Not Applicable


                                      -3-
<PAGE>

GSR Mortgage Loan Trust 2004-9
Mortgage Pass-Through Certificates, Series 2004-9
-----------------------------------------------------------------------

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.



                                    By:     /s/ Michelle Gill
                                          --------------------------------------
                                  Name:  Michelle Gill
                                 Title:  Vice President
                                  Date:  March 30, 2005



                                      -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    Annual Independent Accountant's Report with Management Assertion

        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Bank One, N.A., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) Indymac Bank, F.S.B., as Servicer
        g) National City Mortgage Co., as Servicer
        h) Washington Mutual Bank, FA, as Servicer
        i) Wells Fargo Bank, N.A., as Servicer

99.2    Annual  Servicer's Statement as to Compliance

        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Bank One, N.A., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) Indymac Bank, F.S.B., as Servicer
        g) National City Mortgage Co., as Servicer
        h) Washington Mutual Bank, FA, as Servicer
        i) Wells Fargo Bank, N.A., as Servicer


                                              -6-
<PAGE>

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

                            DEPOSITOR CERTIFICATION

     Re: GSR Mortgage  Loan Trust  2004-9 (the  "Trust")  Mortgage  Pass-Through
Certificates, Series 2004-9, issued pursuant to the Trust Agreement, dated as of
July 1, 2004 (the "Trust Agreement"), among Wachovia Bank, N.A., as trustee (the
"Trustee"),  and  JPMorgan  Chase Bank,  as  securities  administrator  (in such
capacity, the ("Securities  Administrator") and custodian (in such capacity, the
"Custodian"),  and GS Mortgage Securities Corp., as depositor (the "Depositor"),
and serviced by Chase Manhattan Mortgage Corp., (the "Master Servicer"), and ABN
AMRO Mortgage Group,  Inc., Bank Of America,  N.A., Bank One, N.A.,  Countrywide
Home Loans  Servicing  LP,  Indymac  Bank,  F.S.B.,  National City Mortgage Co.,
Washington Mutual Bank, FA, Wells Fargo Bank, N.A. (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.


     Date:  March 30, 2005
           --------------------------------

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


                                      -7-

<page>



EXHIBIT 99.1 - Annual Independent Accountant's Report with Management Assertion


        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Bank One, N.A., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) Indymac Bank, F.S.B., as Servicer
        g) National City Mortgage Co., as Servicer
        h) Washington Mutual Bank, FA, as Servicer
        i) Wells Fargo Bank, N.A., as Servicer

<PAGE>


Chase Manhattan Mortgage Corporation
------------------------------------------------------------



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
Chase Manhattan Mortgage Corporation:


We  have  examined   management's   assertion  about  Chase  Manhattan  Mortgage
Corporation'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, 2004. 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 such 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, 2004 is fairly stated, in all material respects.


By:  /s/ PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC


March 23,  2005


                                                                   EXHIBIT I


             Management's Assertion Concerning Compliance with USAP
                          Minimum Servicing Standards


March 23, 2005

As of and for  the  year  ended  December  31,  2004,  Chase  Home  Finance  LLC
(successor by merger to Chase Manhattan  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  ("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 those
USAP reports for the year ended  December 31, 2004 are available as of March 23,
2005. As of March 23, 2005, the Company has obtained USAP reports for 32% of its
subservicers.  These  subservicers  serviced loans  comprising 90% of the unpaid
principal balance of the Company's Master Servicing Portfolio as of December 31,
2004.  Instances of  non-compliance  noted in the USAP reports received from the
subservicers as of March 23, 2005, 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  policy in the amounts of  $250,000,000  and  $25,000,000,
respectively.


By:  /s/ Diane Bentz
-----------------------------
Diane Bentz
Senior Vice President
Chase Home Finance LLC

By: /s/  Bonnie Collins
-----------------------------
Bonnie Collins
Senior Vice President
Chase Home Finance LLC




                                                                Exhibit II

                      Chase Manhattan Mortgage Corporation
                      Subservicers' USAP Report Exceptions


It is the policy of Chase  Manhattan  Mortgage  Corporation  (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, 2004.  As of March 23, 2005,  the Company has obtained and reviewed
USAP reports for 32% of its  subservicers.  These  subservicers  serviced  loans
comprising 90% of the unpaid principal balance of the Company's Master Servicing
Portfolio as of December 31, 2004. The Company noted instances of  noncompliance
included in the USAP reports received as of March 23, 2005, which are summarized
below.



Servicer                                        Exception

Cendant Mortgage  Corporation     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.


North Fork Bancorporation, Inc.   The mortgage interest rate changes on certain
                                  Home Equity Lines of Credit were not adjusted
                                  at the appropriate date in accordance with
                                  the mortgagor's loan documents. This resulted
                                  in the mortgagor being overcharged for the
                                  period from the interest rate change until
                                  the correct effective date, which was the
                                  first day of the following month.


GMAC Mortgage Corporation         There were bank accounts over the course of
                                  several months where the Company was not in
                                  full compliance with USAP requirements as it
                                  related to the preparation of custodial bank
                                  reconciliations within 45 calendar days of
                                  cutoff as well as the resolution of
                                  reconciling items within 90 calendar days of
                                  original identification. The Company
                                  remediated the issues related to the
                                  preparation of custodial bank accounts
                                  reconciliations within 45 calendar days as of
                                  December 31, 2004.


<PAGE>


Ernst & Young LLP

Sears Tower                                             Phone: (312) 679-2000
21 South Wacker Drive                                   www.ey.com
Chicago, Illnois  60606

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

                       Report of Independent Accountants

Board of Directors
LaSalle Bank Corporation

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management,  that ABN AMRO Mortgage Group, Inc. (AAMG, a wholly
owned  subsidiary  of LaSalle  Bank  Corporation)  complied  with the  servicing
standands  identified in Exhibit A to the Report of Management  (the  "specified
minimum servicing  standards") 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, 2004.  Management is  responsible  for AAMG's
compliance with those specified minimum servicing standards.  Our responsibility
is to express an opinion on management's assertion about AAMG'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  AAMG'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 AAMG's  compliance with the specified  minimum servicing
standards.

In  our  opinion,   management's   assertion   that  AAMG   complied   with  the
aforementioned  specified  minimum  servicing  standards  during  the year ended
December 31, 2004, is fairly stated, in all material respects.


/s/ Ernst & Young LLP
------------------------
February 25, 2005



<PAGE>

ABN AMRO  Mortgage
                                                Loan Administration
                                                4242 North Harlem Avenue
                                                Norridge, Illinois 60706



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

                              Report of Management

We, as members of management of ABN AMRO Mortgage  Group,  Inc.  (AAMG, a wholly
owned subsidiary of LaSalle Bank Corporation) 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  AAMG's  compliance  with  the  specified  minimum
servicing  standards as of December 31, 2004 and for the year then ended.  Based
on this evaluation,  we assert that during the year ended December 31, 2004, the
Bank complied,  in all material  respects,  with the specified minimum servicing
standards.

As of and for this  same  period,  LaSalle  Bank  Corporation,  had in  effect a
Fidelity Bond in the amount of $240,000,000 and an Error and Omissions Policy in
the amount of $25,000,000.


/s/ Joseph McDaniels
------------------------
Joseph McDaniels
Executive Vice President, ABN AMRO Mortgage Group

February 25, 2005


<page>

                                   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 mortgage 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>


PricewaterhouseCoopers LLP
214 N. Tryon Street
Suite 3600
Charlotte, NC  28202
Telephone:  (704) 344-7500
Facsimile:  (704) 344-4100


                       Report of Independent Accountants


To the Board of Directors and Shareholder
of Bank of America, N.A.


We have examined management's assertion concerning the mortgage division of Bank
of America,  N.A.'s (the "Company"),  an operating  division of Bank of America,
N.A., 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, 2004 included in the
accompanying management assertion (see Exhibit 1). 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 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, 2004 is fairly stated, in all material respects.


By:  /s/PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCooper, LLC
March 11, 2005

<page>


                                                                Exhibit I


Bank of America
475 CrossPoint Parkway
P.O. Box 9000
Getzville, NY 14068-9000


                  Management's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards

March 11, 2005

As of and for the year ended December 31, 2004, Bank of America, 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").

As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of $325,000,000 and $180,000,000,
respectively.



By:  /s/ Floyd S. Robinson                      By:  /s/ H. Randall Chestnut
-------------------------                       ---------------------------
Floyd S. Robinson                               H. Randall Chestnut
Senior Vice President                           Senior Vice President
President Consumer Real Estate                  Bank of America, N.A.
Bank of America, N.A.


By:  /s/ Mike Kula                              By:  /s/ Robert Caruso
-------------------------                       ---------------------------
Mike Kula                                       Robert Caruso
Senior Vice President and                       Senior Vice President
Finance Executive                               National Servicing Executive
Bank of America, N.A.                           Bank of America, N.A.


By:  /s/ J. Mark Hanson
-------------------------
J. Mark Hanson
Senior Vice President
Bank of America, N.A.




<page>
PRICEWATERHOUSECOOPERS

                                                   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 and Stockholder
of Chase Home Finance LLC:



We have examined management's assertion about Chase Home Finance LLC's (formerly
known as Chase Manhattan Mortgage  Corporation) (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,  2004  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, 2004 is fairly stated, in all material respects.


By: /s/ PricewaterhouseCooper LLP
    -----------------------------
    PricewaterhouseCooper LLP

March 11, 2005

<PAGE>


                                                                       Exhibit I


                  Mangement's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards


March 11, 2005


As of and for the year ended December 31, 2004, Chase Home Finance LLC
(formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has
complied in all material respects with the minimum servicing standards (the
"Standards") set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are
applicable only to the Company's prime and subprime mortgage portfolios.

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.



By: /s/ Thomas L. Wind                          By: /s/ Scott Powell
   -------------------                              ----------------
   Thomas L. Wind                                   Scott Powell
   Co-Chief Executive Officer                       Co-Chief Executive Officer
   Chase Home Finance LLC                           Chase Home Finance LLC


By: /s/ Terry L. Gentry
    -------------------
    Terry L. Gentry
    SVP of Servicing
    Chase Home Finance LLC




<page>

KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA  90071


                        Independent Accountants' Report

Board of Directors
Countrywide Financial Corporation:

We have  examined the  accompanying  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,  (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, 2004.  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' 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  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, 2004 is fairly  stated,  in all material
respects.

By:  /s/ KPMG LLP
---------------------------
March 17, 2005

<PAGE>

                                                Countrywide Home Loans

                             Management's Assertion

March 17, 2005

As  of  and  for  the  year  ended  December  31,  2004,  Countrywide  Financial
Corporation  and  Subsidiaries  (which  includes  its  wholly-owned  subsidiary,
Countrywide  Home Loans,  Inc.  ("CHL"),  and Countrywide  Home Loans Servicing,
L.P., a wholly owned  subsididary  of CHL) ("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  for  Mortgage
Bankers.  As of and for this same  period,  the Company had in effect a fidelity
bond and  errors ad  omissions  policy in the  amount of $200  million  and $100
million, respectively.

Sincerely,

/s/ Thomas K. McLaughlin
------------------------------
Executive  Managing Director and
Chief Financial Officer

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



<PAGE>


Ernst & Young LLP

725 South Figuroa Street
Los Angeles, CA  90017
www.ey.com



                 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, 2004.  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, 2004, is fairly stated, in all material respects.


By:  /s/ Ernst & Young LLP
---------------------------

February 23, 2005


<page>

                                                                IndyMac Bank

                      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,
2004 and for the year then  ended.  Based on this  evaluation,  we  assert  that
during the year ended  December 31,  2004,  the Bank  complied,  in all material
respects, with the specified minimum servicing standards.

     As of December 31, 2004 and for the year then ended, the Bank had in effect
a fidelity bond in the amount of $50,000,000 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
Chief Executive Officer                 Home Loan Servicing

/s/ Scott Keys                          /s/ Jeff Lankey
----------------------                  -----------------------------
Scott Keys                              Jeff Lankey
Executive Vice President and            Senior Vice President and
Chief Financial Officer                 Chief Accounting Officer

February 23, 2005

<page>

                                   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 consistant 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>
Ernest & Young LLP
1300 Huntington Building
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 (USAP) during the year-ended  December 31, 2004.  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  American  Institute  of  Certified  Public  Accountants  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, 2004,
is fairly stated, in all material respects.

/s/ Ernest & Young LLP
---------------------
March 11, 2005


                                   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>


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


           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 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 standards. We
have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2004 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 2004, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.

As of and for this same period, 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/  T. Jackson Case, Jr.
-------------------------
T. Jackson Case, Jr., Executive  Vice President

March 4, 2005

<page>



Deloitte & Touche LLP
Suite 3300
925 Fourth Avenue
Seattle, WA 98104-1126
USA
Tel: +1 206 716 7000
Fax: +1 206 965 7000
www.deloitte.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Washington Mutual Bank, FA. and Subsidiaries

We have examined management's assertion that Washington Mutual Bank, FA and
Subsidiaries (the "Company") has complied as of and for the year ended December
31, 2004, with its established minimum servicing standards for single family
residential mortgages identified in the accompanying Management's Assertion,
dated March 7, 2005. Management is responsible for the Company's compliance with
those minimum servicing standards. Our responsibility is to express an opinion
on management's assertion about the Company's compliance based on our
examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board, and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with its minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with its minimum servicing
standands.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2004 is fairly stated, in all material respects, based on the criteria set
forth in Appendix I.

By:  /s/ Deloitte & Touche LLP
---------------------------

March 7, 2005


                                                        WASHINGTON MUTUAL


MANAGEMENT'S ASSERTION

As of and for the year ended December 31, 2004, Washington Mutual Bank, FA
and Subsidiaries (the Company) has complied, in all material respects, with the
Company's established minimum servicing standards for single family residential
mortgages as set forth in Appendix I (the "Standards"). The Standards are based
on the Mortgage Banker's Association of America's Uniform Single Attestation
Program for Mortgage Bankers.

As of and for this same period, the Company (as subsidiary of Washington
Mutual, Inc.) was covered by a fidelity bond in the amount of $110 million, and
errors and omissions policy in the amount of $20 million.


By:  /s/ Craig Chapman
-----------------------------
Craig Chapman
President
Commercial Banking


By:  /s/ Conrad Vasquez
-----------------------------
Conrad Vasquez
Senior Vice President
Home Loans - Service Delivery


By:  /s/ Dyan Beito
-----------------------------
Dyan Beito
Division Executive
Service Delivery and Enterprise Contact Center

March 7, 2005

<page>


February 16, 2004

                                                        WASHINGTON MUTUAL

WASHINGTON MUTUAL BANK, FA AND SUBSIDIARIES

APPENDIX I: MINIMUM SERVICING STANDARDS FOR SINGLE FAMILY RESIDENTIAL
MORTGAGES AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF
AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

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.  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 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'  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 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
     (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.



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, 2004.  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, 2004, is fairly stated, in all material respects.


By:  /s/  KPMG LLP
--------------------
February 23, 2005


<PAGE>


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



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

As of and for the year ended  December 31, 2004,  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.



By:  /s/ Michael J. Heid                        February 23, 2005
     --------------------------
     Michael J. Heid, Division President, Capital Markets, Finance &
     Administration
     Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


By:  /s/ Franklin R. Codel                      February 23, 2005
     --------------------------
     Franklin R. Codel, Executive Vice President, Finance and Corporate Real
     Estate
     Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


By:  /s/ Michael Lepore                         February 23, 2005
     --------------------------
     Michael Lepore, Executive Vice President, Institutional Lending
     Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


By:  /s/ Mary Coffin                            February 23, 2005
     --------------------------
     Mary Coffin, Executive Vice President, Servicing & Post Closing
     Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.


<PAGE>



EXHIBIT 99.2 - Annual Servicer's Statement as to Compliance

        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Bank One, N.A., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) Indymac Bank, F.S.B., as Servicer
        g) National City Mortgage Co., as Servicer
        h) Washington Mutual Bank, FA, as Servicer
        i) Wells Fargo Bank, N.A., as Servicer

<PAGE>

                           OFFICER'S CERTIFICATION


Reference is made to each pooling and servicing agreement listed on Exhibit
A hereto (each, an "Agreement") entered into by Chase Home Finance LLC, as
successor by merger to Chase Manhattan Mortgage Corporation and JPMorgan Chase
Bank, N.A., as successor by merger to Chase Manhattan Mortgage Corporation (the
"Master Servicer").

Pursuant to Article III of the Pooling and Servicing Agreement,  the undersigned
Officers certifies to the following:

1.   A review of the  activities  of the Master  Servicer  during the  preceding
     calendar year and of its performance  under the Master Servicing  Agreement
     has been made under such officer's supervision.

2.   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 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 taking by Master Servicer to
     cure such default.




Certified By:   /s/  Diane Bentz                Date:  March 15, 2005
                ----------------------                 ---------------
                Diane Bentz
                Senior Vice President
                Chase Home Finance LLC, as successor by merger to Chase
                Manhattan Mortgage Corporation


                /s/  Michele Paul            Date:  March 15, 2005
                ----------------------                 ---------------
                Michele Paul
                Vice President
                JPMorgan Chase Bank, N.A., as successor by merger to Chase
                Manhattan Mortgage Corporation


                                EXHIBIT A

Transaction                     Pooling and Servicing Agreement dated as of
-----------                     -------------------------------------------

GSR 2004-2F                     January 1, 2004
GSR 2004-3F                     February 1, 2004
GSR 2004-4                      February 1, 2004
GSAMP 2004-SEA1                 March 1, 2004
GSR 2004-6F                     May 1, 2004
GSR 2004-SD1                    July 1, 2004
GSR 2004-8F                     July 1, 2004
GSR 2004-9                      July 1, 2004
GSR 2004-10F                    August 1, 2004
GSR 2004-11                     August 1, 2004
GSRPM 2004-1                    August 1, 2004
GSMPS 2004-4                    October 4, 2004
GSR 2004-13F                    October 1, 2004
GSR 2004-15F                    December 1, 2004


<page>

ABN AMRO Mortgage
                                                Loan Administration
                                                4242 North Harlem Avenue
                                                Norridge, Illnois 60706-1204

                        CERTIFICATE OF COMPLIANCE

The undersigned, an officer of ABN AMRO Mortgage Group, Inc., (the
"participant"), hereby certifies as follows:

        1.      I have made, or caused to be made under my supervision, a review
                of the activities of ABN AMRO Mortgage Group, Inc. during the
                preceding calendar year ending December 31, 2004, with respect
                to performance under the purchased and sale agreement,

                                              and

        2.      To the best of my knowledge, based on such review, there is as
                of this date, no default by ABN AMRO in the fulfillment of any
                of it's obligations under this issue.

In witness whereof the undersigned has this Certificate of Compliance this 1st
day of March, 2005.

                                            ABN AMRO Mortgage Group, Inc.

                                            By:  /s/ Mary P. Sperlik
                                                --------------------
                                                Mary P. Sperlik
                                                First Vice President

<page>


Bank of America
475 CrossPoint Parkway
P.O. Box 9000
Getzville, NY 96068-9000


OFFICER'S CERTIFICATE

     Pursuant to the terms of the Servicing  Agreement,  the undersigned officer
certifies to the following:

     1.   All hazard (or mortgage  impairment if  applicable),  flood,  or other
          casualty insurance and primary mortgage guaranty  insurance  premiums,
          taxes, ground rents, assessments,  and other charges have been paid in
          connection with the Mortgaged Properties;

     2.   Each  officer has  reviewed  the  activities  and  performance  of the
          Seller/Servicer  during the preceding calendar year and to the best of
          each officer's  knowledge,  based on such review, the  Seller/Servicer
          has fulfilled all of its  obligations  under the Agreement  throughout
          the year.

Certified By:   /s/ Cynthia A. Mech
                ------------------------
                Cynthia A. Mech
                Vice President
<page>

Bank One

Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219


Ms. Amy Brinkman
CHF LLC
Master Servicing
3415 Vision Drive
Columbus OH 43219

RE:  Annual Certification


Pursuant to the servicing agreement, the undersigned Officer, to the best of
his/her knowledge, hereby certifies to the following:

a)  I have reviewed the activities and performance of the Servicer and during
    the preceding fiscal year under the terms of the Servicing Agreement,
    Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer
    Guide and to the best of the Officer's knowledge, the Servicer has fulfilled
    all its duties responsibilities or obligations under these Agreements
    throughout such year.

b)  All property inspections have been completed.

c)  Compliance relative to the Adjustable Rate Mortgages has been met.

d)  Compliance with IRS Foreclosure reporting regulations enacted as IRS Section
    6060J by the Deficit Reduction Act, regarding Acquired and/or Abandonment
    property have been completed.

e)  All loans Chase Home Finance LLC serviced in 2004 in states that have
    statutes requiring payment of interest on escrow/impound accounts have
    been completed.

f)  That such officer has confirmed that the Fidelity Bond, the Errors and
    Omissions Insurance Policy, and any other bonds, required under the terms
    of the Servicing Agreement are in full force and effect.

g)  Enclosed is a copy of our most recent independent audit statement.



CERTIFIED BY: /s/ Terry L. Gentry               DATE: March 15, 2005
              -------------------
              Terry L. Gentry
              Senior Vice President


<page>

Countrywide
400 Countrywide Way, SV-44
Simi Valley, California 93065-6298
(805) 520-5100

March 23, 2005

Goldman Sachs (CRA ARM)
85 Broad Street 6th Floor
New York, NY  10004
Attn:  John Makarinos

                         ANNUAL STATEMENT OF COMPLIANCE

I, Joseph M. 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 applicable servicing
agreements (the "Servicing Agreements") with respect to the transactions listed
on Exhibit A (collectively, the "Servicers") for Countrywide Mortgage
Obligations, Inc. and Countrywide Home Loans Servicing LP., the following:

I have reviewed the activities and performances of the Servicer during the
fiscal year ended December 31, 2004 under the applicable Servicing Agreements
and, to the best of my knowledge, based on my review, each Servicer has
fulfilled all of its duties, responsibilities or obligations under the Servicing
Agreements throughout the fiscal year.

By: /s/ Joseph M. Candelario                    March 23, 2005
----------------------------                    --------------
Joseph M. Candelario                            Date
First Vice President
Compliance Officer
Loan Administration

re: Investor numbers:
7002449, 7801017, 7801019, 7801020, 7801021, 7801023, 7801025,
7801028, 7801029, 7801059, 7801119, 7801125, 3001173, 7003965, 7004080, 7004136,
7004142, 7004245, 7004336, 7004337, 7004338, 7004398, 7004550, 7004633, 7004634,
7004635, 7004649, 7004737, 7004773, 7004779, 7004858, 7004863, 7004874, 7004875,
3770130



                EXHIBIT A

GSR 2004-2F
GSR 2004-3F
GSR 2004-4
GSR 04-5
GSR 2004-7
GSR 04-8F
GSR 2004-9
GSR 04-10F
GSR 04 11
GSR 2004-12
GSR 2004-14
GSR 2004-15F

GSAMP 2004-AR1
GSAMP 2004-AR2
GSAMP 2004-HE2

GSAA 04-CW1
GSAA 2004-3
GSAA 04-5
GSAA 04-7
GSAA 04-8
GSAA 04-9
GSAA 04-10
GSAA 2004-11

<page>

IndyMac Bank



                              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 calendar year and of
performance under this Agreement has been made under such officer's supervision
and (2) IndyMac Bank, Inc. acting as Servicer, has complied with the provisions
of this Agreement or similar agreements and (3) to the best of such officer's
knowledge, based on such review, IndyMac Bank, Inc. has fulfilled all its
obligations under this agreement or similar agreements 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 and the action being taken by IndyMac Bank to cure such default.


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


Prepared for:   JP Morgan Chase Bank

Date:           March 1, 2005

Ref:            GSR Mortgage Loan Trust 2004-9, executed by GS Mortgage
                Securities Corp., as Depositor, Chase Manhattan Mortgage
                Corporation, as Master Servicer, IndyMac, Inc., Servicer, GSR
                2004-9.  IndyMac Inv #400 Sale #494


<page>


National City Mortgage                          National City Mortgage Co.
                                                3232 Newmark Drive
                                                Mimisburg, Ohio 45342
                                                Telephone (937) 910-1200

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


                         Annual Statement of Compliance

RE:     GSR 2003-7F
        GSR 2003-9
        GSR 2004-3F
        GSR 2004-9
        GSR 2004-6F
        GSR 2004-10F
        GSR 2004-11
        GSR 2004-13F


(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 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: 3/16/2005
             -----------------------
             T. Jackson Case, Jr.

Title:      Executive Vice President


<PAGE>

Washington Mutual


                              OFFICER'S CERTIFICATE
                         ANNUAL STATEMENT OF COMPLIANCE

     Reference  is hereby  made to GSR  Mortgage  Loan Trust  2004-2F,  Mortgage
Pass-Through  Certificates,  Series  2004-2F,  GSR Mortgage Loan Trust  2004-3F,
Mortgage  Pass-Through  Certificates,  Series  2004-3F,  GSR Mortgage Loan Trust
2004-6F, Mortgage Pass-Through  Certificates,  Series 2004-6F, GSR Mortgage Loan
Trust 2004-9,  Mortgage Pass-Through  Certificates,  Series 2004-9, GSR Mortgage
Loan Trust 2004-10F,  Mortgage Pass-Through  Certificates,  Series 2004-10F, GSR
Mortgage  Loan  Trust  2004-15F,  Mortgage  Pass-Through  Certificates,   Series
2004-15F, (each a "Securitization"). Washington Mutual Bank, FA (the "Servicer")
services  mortgage loans in connection with the  Securitizations  (the "Mortgage
Loans")  pursuant to the terms of that certain  Servicing  Agreement dated as of
December 1, 2003 between the Servicer and Goldman  Sachs  Mortgage  Company (the
"Purchaser")  (as from  time to time  amended  or  replaced  by a  reconstituted
servicing or other successor servicing agreement, the "Servicing Agreement").

     I, Conrad Vasquez,  an authorized officer of the Servicer,  certify for the
benefit of the Master Servicer and the Trustee with respect to the calendar year
immediately  preceding the date of this  Officer's  Certificate  (the  "Relevant
Year"), as follows:

1.   A review of the activities of the Servicer  during the Relevant Year and of
     performance   under  the  Servicing   Agreement  has  been  made  under  my
     supervision;

2.   To the  best of my  knowledge,  based  on such  review,  the  Servicer  has
     fulfilled  all of its  obligations  under the  Servicing  Agreement  in all
     material respects throughout the Relevant Year;


DATED as of March 15, 2005.

By:  /s/ Conrad Vasquez
-----------------------------
Conrad Vasquez
Senior Vice President



<page>


Wells Fargo Home Mortgage, Inc.
One Home Campus
Des Moines, IA  50328-0001


March 1, 2005

RE:  2004 Annual Certification

We hereby  certify to the best of our  knowledge  and  belief  that for the
calendar year of 2004:

     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, Inc.