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 333-117485-01

                         GS MORTGAGE SECURITIES CORP
          (as Depositor under the Master Servicing and Trust Agreement,
            dated as of August 1, 2004, providing for the issuance of
              Mortgage Pass-Through Certificates, Series 2004-10F)
             (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 58 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 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 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 2004-10F
Mortgage Pass-Through Certificates, Series 2004-10F
-----------------------------------------------------------------------

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 Corporation, as Master Servicer & Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Cendant Mortgage Corporation, as Servicer
        d) Citimortgage, Inc., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) First Tennessee Mortgage Services, Inc., as Servicer
        g) GE Mortgage Services, LIC, as Servicer
        h) GMAC Mortgage Corporation, as Servicer
        i) Indymac Bank, F.S.B., as Servicer
        j) National City Mortgage Co., as Servicer
        k) Washington Mutual Bank, FA, as Servicer

99.2    Annual  Servicer's Statement as to Compliance

        a) Chase Manhattan Mortgage Corporation, as Master Servicer & Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Cendant Mortgage Corporation, as Servicer
        d) Citimortgage, Inc., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) First Tennessee Mortgage Services, Inc., as Servicer
        g) GE Mortgage Services, LIC, as Servicer
        h) GMAC Mortgage Corporation, as Servicer
        i) Indymac Bank, F.S.B., as Servicer
        j) National City Mortgage Co., as Servicer
        k) Washington Mutual Bank, FA, as Servicer



                                       -6-
<PAGE>

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

                            DEPOSITOR CERTIFICATION

     Re: GSR Mortgage Loan Trust  2004-10F (the "Trust")  Mortgage  Pass-Through
Certificates,  Series 2004-10F, issued pursuant to the Trust Agreement, dated as
of August 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.,  Cendant  Mortgage  Corporation,  Chase  Manhattan
Mortgage Corporation,  Citimortgage,  Inc., Countrywide Home Loans Servicing LP,
First Tennessee Mortgage Services, Inc., GE Mortgage Services LIC, GMAC Mortgage
Corporation, Indymac Bank, F.S.B., National City Mortgage Co., Washington Mutual
Bank, FA, (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
            GS MORTGAGE SECURITIES CORP.


                                      -7-


<page>

EXHIBIT 99.1 - Annual Independent Accountants' Report with Management Assertion


        a) Chase Manhattan Mortgage Corporation, as Master Servicer & Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Cendant Mortgage Corporation, as Servicer
        d) Citimortgage, Inc., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) First Tennessee Mortgage Services, Inc., as Servicer
        g) GE Mortgage Services, LIC, as Servicer
        h) GMAC Mortgage Corporation, as Servicer
        i) Indymac Bank, F.S.B., as Servicer
        j) National City Mortgage Co., as Servicer
        k) Washington Mutual Bank, FA, 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>




Deloitte & Touche LLP
750 College Road East
Third Floor
Princeton, New Jersey 08540
Tel (609) 514-3600
Fax ((609) 514-3603
www.deloitte.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Cendant Mortgage Corporation:

We have examined Cendant Mortgage Corporation's (the "Company") compliance
with its established minimum servicing standards described in the accompanying
Management's Assertion, dated February 28, 2005, as of and for the year ended
December 31, 2004. Management is responsible for compliance with those minimum
servicing standards. Our responsibility is to express an opionion on the
Company's compliance based on our examination.

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

Our examination disclosed the following instance of material noncompliance with
the reconciliation of custodial bank accounts applicable to the Company during
the year ended December 31, 2004. The Company did not comply with the
requirement to prepare custodial bank account reconciliations within 45 calendar
days after the cutoff date and the requirement to resolve reconciling items
within 90 calendar days of their original identification as specified by their
minimum servicing standards.

In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2004, as set forth in Appendix I.

By:  /s/ Deloitte & Touche LLP
---------------------------
February 28, 2005


<page>


APPENDIX I

MINIMUM SERVICING STANDARDS SET FORTH IN THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS

I.   CUSTODIAL BANK ACCOUNTS

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

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

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

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

II.  MORTGAGE PAYMENTS

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

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

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

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

III. DISBURSEMENTS

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

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

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

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

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

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

IV.  INVESTOR ACCOUNTING AND REPORTING

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

V.   MORTGAGOR LOAN ACCOUNTING

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

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

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

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


VI.  DELINQUENCIES

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

VII. INSURANCE POLICIES

1.   A fidelty  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>


Cendant Mortgage


February 28, 2005

As of and for the year ended December 31, 2004, Cendant Mortgage
Corporation (the "Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers, except for as
discussed below.

During the year ended December 31, 2004, the Company determined it was
materially non-compliant with the requirement to prepare custodial bank account
reconciliations within 45 calendar days after the cutoff date and the
requirement to identify and resolve reconciling items within 90 calendar days as
specified by the minimum servicing standards.

The Company has undertaken remediation activities to address the material
instance of non-compliance as of December 31, 2004.

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


Cendant Mortgage Corporation


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


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


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

<PAGE>



KPMG
Suite 900                                       Telephone  314-444-1400
10 South Broadway                               Fax        314-444-1470
St. Louis, MO  63102-1761                       Internet www.us.kpmg.com


                        Independent Accountants' Report

The Boards of Directors
CitiMortgage, Inc. and CitiMortgage Asset Management, Inc.:


We have examined management's assertion, included in the accompanying management
assertion,  that  CitiMortgage,  Inc. and subsidiaries  and  CitiMortgage  Asset
Management,  Inc. (collectively  referred to as 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, 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
--------------------
St. Louis, Missouri
March 4, 2005

<page>


CitiMortgage, Inc.
1000 Technology Drive
Mail Staton 822
O'Fallon, Missouri 63304


                        MANAGEMENT ASSERTION

As of and  for  the  year  ended  December  31,  2004,  CitiMortgage,  Inc.  and
subsidiaries and CitiMortgage Asset Management,  Inc.  (collectively referred to
as 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 policy of $300 million and errors and
omissions policy in the amount of $50 million.


Very truly yours,

By:  /s/ David Schneider
     ----------------------
     David Schneider, President & Chief Operating Officer of CitiMortgage, Inc.

By:  /s/ Bill Beckmann
     ----------------------
     Bill Beckmann, President, CitiGroup Real Estate Servicing and Technology

By:  /s/ Arlene Hyde
     ----------------------
     Arlene Hyde, Managing Director Servicing Division of Citigroup Real
     Estate Servicing and Technology

By:  /s/ Paul Ince
     ----------------------
     Paul Ince, Chief Financial Officer of CitiMortgage, Inc.

March 4, 2005


<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  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, 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>


KPMG LLP
Suite 3100
717 North Harwood Street
Dallas, TX  75201


                        Independent Accountants' Report

Board of Directors
First Horizon Home Loan Corporation and Subsidiaries:

We  have  examined  the  accompanying  management's  assertion  included  in the
accompanying   management   assertion  letter,  that  First  Horizon  Home  Loan
Corporation and its wholly owned subsidiary,  First Tennessee Mortgage Services,
Inc. which includes a consolidated  investment in FH-FF Mortgage Services,  L.P.
(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  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 year ended December 31,
2004 is fairly stated, in all material respects.

By:  /s/ KPMG LLP
---------------------------
March 11, 2005


<PAGE>


First Horizon Home Loans

KPMG LLP
717 North Harwood Street, Suite 3100
Dallas, TX  75201

March 25, 2005


Ladies and Gentlemen:

As of and for the  year  ended  December  31,  2004,  First  Horizon  Home  Loan
Corporation and its wholly-owned subsidiary,  First Tennessee Mortgage Services,
Inc.,  which includes a consolidated  consolidated  investment in FH-FF Mortgage
Services,  L.P.  (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 policy in the amount of
$100,000,000  and an errors and omissions  policy in the amount of $25,000,000 ,
respectively.

Sincerely,

/s/ Peter F. Makowiecki
------------------------------
Peter F. Makowiecki
Chief Financial Officer


<PAGE>


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, for loans that the Company  subservices for GE Mortgage
Services, LLC. 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



                                                Wells Fargo Home Mortgage
                                                MAC X2401-066
                                                1 Home Campus
                                                Des Moines, IA  50328



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

As of and for the year ended  December 31, 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, for loans that the Company subservices for GE Mortgage Services, LLC.

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/ Mary Coffin                            February 23, 2005
     --------------------------
     Mary Coffin
     Executive Vice President, Servicing & Post Closing



<PAGE>


PricewaterhouseCoopers LLP
125 High Street
Boston, MA  02110-1707
Telephone (817) 530-5000
Facsimile (617) 530-5001
www.pwc.com



                       Report of Independent Auditors


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


We have examined management's  assertion about GMAC Mortgage Corporation and its
subsidiaries'  (the "Company")  compliance with the minimum servicing  standards
("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 entity'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
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 standards.

Our examination  identified  certain instances of non compliance with USAP as it
relates to Section I - Custodial  Bank Accounts.  Specifically,  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 with 90  calendar  days of original  identification.  The
Company  remediated  the issues  related to the  preparation  of custodial  bank
accounts  reconciliations  within 45 calendar  days of December 31, 2004.  These
instances of non compliance as well as management's  remediation status are more
fully described in management's assertion, which is set forth in Exhibit I.

In our opinion,  management's  assertion that the Company complied with the
aforementioned standards except for the instances of non compliance related to
Section I - Custodial Bank Accounts, as of and for the year ended December
31, 2004 is fairly stated, in all material respects.


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

March 18, 2005

<page>

GMAC Mortgage

                                                                Exhibit I


                  Management's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards

March 18, 2005


As of and for the year ended December 31, 2004,  GMAC Mortgage  Corporation  and
its subsidiaries (the "Company") have 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")  except as follows:  Section I - Custodial Bank Accounts  requires that
reconciliations  be prepared on a monthly basis for all custodial  bank accounts
and related bank  clearing  accounts.  These  reconciliations  shall be prepared
within forty-five (45) calendar days after the cutoff date and reconciling items
resolved within ninety (90) calendar days of their original identification.

Subsequent to the Company's  servicing  platform  conversion  that took place in
January of 2004,  and as a result of temporary  reporting  challenges  resulting
from this  conversation,  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  with 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.  The
Company has  subsequently,  in 2005,  remediated  the  resolution of reconciling
items within 90 calendar days of original identification.

As of and for the same period, the Company had in effect fidelty bond and errors
and  omissions  policies  in  the  amounts  of  $300,000,000  and  $100,000,000,
respectively.


/s/ David Applegate
-------------------
David Applegate
Chief Executive Officer
GMAC Residential Holding Corp

/s/ Ralph Hall
--------------
Ralph Hall
Chief Operating Officer
GMAC Residential Holding Corp

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

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


<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


<PAGE>


                                                        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.


<page>




EXHIBIT 99.2 - Annual Servicer's Statement as to Compliance

        a) Chase Manhattan Mortgage Corporation, as Master Servicer & Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Cendant Mortgage Corporation, as Servicer
        d) Citimortgage, Inc., as Servicer
        e) Countrywide Home Loans Servicing LP, as Servicer
        f) First Tennessee Mortgage Services, Inc., as Servicer
        g) GE Mortgage Services, LIC, as Servicer
        h) GMAC Mortgage Corporation, as Servicer
        i) Indymac Bank, F.S.B., as Servicer
        j) National City Mortgage Co., as Servicer
        k) Washington Mutual Bank, FA, 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>


PHH Mortgage Services


March 7, 2005
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, Ohio 43219-3009
Attention: Amy Brinkman

RE: Annual Statement as to Compliance

Investor number(s)/Deal name(s): 126 GSR 2004-10F


Dear Investor, Master Servicer or Trustee,

The  undersigned  officer  certifies the following for PHH Mortgage Corp.  f/k/a
Cendant Mortgage Corp. for the 2004 calendar year. To the best of our knowledge:

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

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

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

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

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

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

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

Certified by:

/s/ William E. Fricke, Jr.
--------------------------
William E. Fricke, Jr.
Assistant Vice President

Date:  March 7, 2005


<PAGE>


CitiMortgage, Inc.
P.O. Box 790013
M.S. 313
St. Louis, MO  63179-0013


March 11, 2005

Investor Code: 6276
Certificate Number: N/A


GSR 2004-10F
3415 Vision Dr
Columbus, OH  43219

                        OFFICER'S CERTIFICATE

RE:  Annual Statement as to Compliance:
     CHASE MANHATTAN MORTGAGE CORP.

Dear Investor:

The activities  CitiMortgage,  Inc., has performed during the preceding calendar
year, under the governing servicing agreement for Investor Code above, have been
conducted under my supervision.  Based upon a review of those  activities and to
the  best  of  my  knowledge,  CitiMortgage,  inc.  has  fulfilled  all  of  its
obligations under this agreement.

CitiMortgage, Inc.

By:  /s/ Patsy M. Barker
-------------------------------
Patsy M. Barker
Vice President
CitiMortgage, Inc.


By:  /s/ Timothy Klingert
-------------------------------
Timothy Klingert
Vice President
CitiMortgage, Inc.


<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>


First Tennesse Mortgage


(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
     officer's supervision, and

(ii) the Servicer has complied with the  provisions of this Agreement or similar
     agreements, and

(iii)to the  best  of such  officer's  knowledge,  based  on  such  review,  the
     Servicer has fulfilled all its obligations  under this Agreement or similar
     agreements  throughout  each  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 Servicer to cure such default.

First Horizon

Certified by:  /s/ Linda Miller         Date:  3/25/05
               ----------------                -------
                   Linda Miller


<page>
GE Mortgage


                       Annual Statement of Compliance

     I, Charlene B. Smith, hereby certify to GS Mortgage Securities Corp. that I
am a duly elected Vice  President of GE Mortgage Loan  Services,  LLC, a limited
liability  company  organized under the laws of the State of North Carolina (the
"Servicer") and further as follows:

     (i) a review  of the  activities  of such  Servicer  during  the  preceding
calendar year and of  performance  under the Seller's  Warranties  and Servicing
Agreement, dated as of March 1, 2004 (the "Agreement"),  between the Company and
Goldman Sachs Mortgage Company,  or a similar agreement has been made under such
officers' supervision, and

     (ii) to the best of such officers'  knowledge,  based on such review,  such
Servicer has fulfilled  all of its  obligations  under the 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 officers and the nature
and status thereof.

Dated:  March 24, 2005          By: /s/ Charlene B. Smith
                                    ---------------------
                              Name: Charlene B. Smith
                             Title: Vice President
GSR 2004-10F

<PAGE>

GMAC Mortgage


March 10, 2005

Goldman Sachs Mortgage Company
Attn:  Carlos Arango
85 Broad Street, 27th Floor
New York, NY  10004


RE:  Annual Officers Statement of Compliance
     Year Ending 2004
     GMACM Investor Agreement #41074 / GSR 2004-10F

-------------------------------------------------------------------------------

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

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

Servicer:       GMAC Mortgage Corporation

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

Title:          Manager, Contract Administration
                National Loan Administration Risk and Compliance


<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  fiscal  year  and of
performance under this Agreement has been made under such officer's  supervision
(2) based on such review,  IndyMac Bank, Inc. acting as Servicer,  has fulfilled
all of its obligations under this Agreement throughout such fiscal year, and (3)
all reports and information  provided to the Owner by the Servicer,  pursuant to
the Servicer's  reporting  requirements  under the  Agreement,  are accurate and
complete in all material  respects.  Copies of such statement may be provided by
the Owner to any Person  identified as a  prospective  purchaser of the Mortgage
Loans.


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



Prepared for:   JPMorgan Chase Bank

Date:           March 1, 2005

Ref:            GSR Mortgage Loan Trust 2004-10F, executed by GS Mortgage
                Securities Corp., as Depositor, Chase Manhattan Mortgage
                Corporation, as Master Servicer, IndyMac, Inc., Servicer.
                GSR 2004-10F. IndyMac Inc #403, Sale #497.


<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>