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


                                    FORM 10-K

[X]    Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
       Exchange Act of 1934 for the fiscal year ended December 31, 2004

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


                      Commission File Number 333-100818-35

                         GS MORTGAGE SECURITIES CORP
         (as Depositor under the Master Servicing and Trust Agreement,
             dated as of May 1, 2004, providing for the issuance of
               Mortgage Pass-Through Certificates, Series 2004-6F)
             (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 54 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 2004-6F
Mortgage Pass-Through Certificates, Series 2004-6F
-----------------------------------------------------------------------

SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.



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



                                      -4-
<page>

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.

                                      -5-
<PAGE>


                                 EXHIBIT INDEX

Exhibit     Description

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

99.1    Annual Independent Accountant's Report with Management Assertion

        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Fifth Third Mortgage Company, as Servicer
        e) National City Mortgage Co., as Servicer
        f) Washington Mutual Bank, FA, as Servicer
        g) Washington Mutual Mortgage Securities Corp., as Servicer

99.2    Annual  Servicer's Statement as to Compliance

        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Fifth Third Mortgage Company, as Servicer
        e) National City Mortgage Co., as Servicer
        f) Washington Mutual Bank, FA, as Servicer
        g) Washington Mutual Mortgage Securities Corp., as Servicer


                                      -6-
<PAGE>

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


                            DEPOSITOR CERTIFICATION

     Re: GSR Mortgage  Loan Trust 2004-6F (the  "Trust")  Mortgage  Pass-Through
Certificates,  Series 2004-6F, issued pursuant to the Trust Agreement,  dated as
of May 1, 2004 (the "Trust  Agreement"),  among Wachovia Bank,  N.A., as trustee
(the "Trustee"),  and JPMorgan Chase Bank,as  securities  administrator (in such
capacity, the ("Securities  Administrator") and custodian (in such capacity, the
"Custodian"),  and GS Mortgage Securities Corp., as depositor (the "Depositor"),
and serviced by Chase Manhattan Mortgage Corp., (the "Master Servicer"), and ABN
AMRO Mortgage Group, Inc., Bank Of America,  N.A., Fifth Third Mortgage Company,
Washington  Mutual Bank, FA, and Washington  Mutual Mortgage  Securities  Corp.,
(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' Servicing Report
               with Management Assertion


        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Fifth Third Mortgage Company, as Servicer
        e) National City Mortgage Co., as Servicer
        f) Washington Mutual Bank, FA, as Servicer
        g) Washington Mutual Mortgage Securities Corp., as Servicer


<PAGE>

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



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


                       Report of Independent Auditors


To the Board of Directors of
Chase Manhattan Mortgage Corporation:


We  have  examined   management's   assertion  about  Chase  Manhattan  Mortgage
Corporation's (the "Company") compliance with the minimum servicing standards as
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program for Mortgage  Bankers ("USAP") as of and for the year ended
December 31, 2004. The Company has  interpreted  USAP and  determined  that USAP
minimum  servicing  standards I.1, I.2, I.3, III.1,  III.5,  IV.1, and VII.1 are
applicable to master servicers and are included in the  accompanying  management
assertion  (see  Exhibit  I).   Management  is  responsible  for  the  Company's
compliance with these minimum  servicing  standards.  Our  responsibility  is to
express an opinion on  management's  assertion,  as it relates to the  Company's
compliance with the  aforementioned  minimum servicing  standards,  based on our
examination.  The Company has interpreted  USAP and determined that USAP minimum
servicing  standards I.4, II.1, II.2, II.3, II.4, III.2,  III.3,  III.4,  III.6,
V.1, V.2, V.3, V.4 and VI.1 are not applicable to master servicers.  The Company
uses a subservicing organization to perform the servicing obligations subject to
servicing  standards I.4, II.1, II.2, II.3, II.4, III.2,  III.3,  III.4,  III.6,
V.1,  V.2,  V.3,  V.4,  and VI.1 of the USAP.  We did not examine the  Company's
compliance with the servicing standards referred to in the previous sentence and
accordingly, do not express an opinion thereon.

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

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  minimum  servicing  standards solely as they relate to standards
I.1,  I.2,  I.3,  III.1,  III.5,  IV.1,  and VII.1 as of and for the year  ended
December 31, 2004 is fairly stated, in all material respects.


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


March 23,  2005


                                                                   EXHIBIT I


             Management's Assertion Concerning Compliance with USAP
                          Minimum Servicing Standards


March 23, 2005

As of and for  the  year  ended  December  31,  2004,  Chase  Home  Finance  LLC
(successor by merger to Chase Manhattan  Mortgage  Corporation)  (the "Company")
has complied in all material respects with the minimum  servicing  standards set
forth  in  the  Mortgage  Bankers   Association  of  America's   Uniform  Single
Attestation  Program for Mortgage  Bankers  ("USAP") that we have determined are
applicable to master  servicers.  We have  interpreted  USAP and determined that
minimum servicing  standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 as set
forth in USAP are applicable to master servicers.  We have also interpreted that
USAP minimum  servicing  standards I.4, II.1, II.2, II.3,  II.4,  III.2,  III.3,
III.4,  III.6,  V.1,  V.2,  V.3,  V.4 and  VI.1  as set  forth  in USAP  are not
applicable  to master  servicers;  for these  minimum  servicing  standards  the
Company relies on the performance of its  subservicers.  This assertion  relates
specifically to the Company's Master Servicing Portfolio.

It is  the  Company's  policy  to  obtain  and  review  USAP  reports  from  the
independent  auditors of its  subservicers on an annual basis.  Not all of those
USAP reports for the year ended  December 31, 2004 are available as of March 23,
2005. As of March 23, 2005, the Company has obtained USAP reports for 32% of its
subservicers.  These  subservicers  serviced loans  comprising 90% of the unpaid
principal balance of the Company's Master Servicing Portfolio as of December 31,
2004.  Instances of  non-compliance  noted in the USAP reports received from the
subservicers as of March 23, 2005, have been included in Exhibit II hereto.

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


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

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




                                                                Exhibit II

                      Chase Manhattan Mortgage Corporation
                      Subservicers' USAP Report Exceptions


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



Servicer                                        Exception

Cendant Mortgage  Corporation     The Company did not comply with the
                                  requirement to prepare custodial bank account
                                  reconciliations within 45 calendar days after
                                  the cutoff date and the requirement to resolve
                                  reconciling items within 90 calendar days of
                                  their original identification as specified by
                                  their minimum servicing standards.


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


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




<PAGE>

Ernst & Young LLP

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

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

                       Report of Independent Accountants

Board of Directors
LaSalle Bank Corporation

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management,  that ABN AMRO Mortgage Group, Inc. (AAMG, a wholly
owned  subsidiary  of LaSalle  Bank  Corporation)  complied  with the  servicing
standands  identified in Exhibit A to the Report of Management  (the  "specified
minimum servicing  standards") as set forth in the Mortgage Bankers  Association
of America's  Uniform  Single  Attestation  Program for Mortgage  Bankers (USAP)
during the year ended December 31, 2004.  Management is  responsible  for AAMG's
compliance with those specified minimum servicing standards.  Our responsibility
is to express an opinion on management's assertion about AAMG's compliance based
on our examination.

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

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


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



<PAGE>

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



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

                              Report of Management

We, as members of management of ABN AMRO Mortgage  Group,  Inc.  (AAMG, a wholly
owned subsidiary of LaSalle Bank Corporation) are responsible for complying with
the servicing  standards  identified in the attached  Exhibit A (the  "specified
minimum servicing  standards") as set forth in the Mortgage Bankers  Association
of America's Uniform Single Attestation  Program for Mortgage Bankers (USAP). We
are also responsible for establishing and maintaining effective internal control
over  compliance  with these  specified  minimum  servicing  standards.  We have
performed  an  evaluation  of  AAMG's  compliance  with  the  specified  minimum
servicing  standards as of December 31, 2004 and for the year then ended.  Based
on this evaluation,  we assert that during the year ended December 31, 2004, the
Bank complied,  in all material  respects,  with the specified minimum servicing
standards.

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


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

February 25, 2005


<page>

                                   Exhibit A

                     Specified Minimum Servicing Standards

I.   Custodial Bank Accounts

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

        a.   be mathematically accurate;

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

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

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

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

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

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

II.  Mortgage Payments

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

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

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

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

III. Disbursements

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

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

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

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

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

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

IV.  Investor Accounting and Reporting

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

V.   Mortgagor Loan Accounting

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

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

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

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

VI.  Delinquencies

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

VII. Insurance Policies

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


<PAGE>


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


                       Report of Independent Accountants


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


We have examined management's assertion concerning the mortgage division of Bank
of America,  N.A.'s (the "Company"),  an operating  division of Bank of America,
N.A., compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  ("USAP") as of and for the year ended December 31, 2004 included in the
accompanying management assertion (see Exhibit 1). Management is responsible for
the  Company's   compliance  with  those  minimum   servicing   standards.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Company's compliance based on our examination.

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

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


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

<page>


                                                                Exhibit I

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


                  Management's Assertion Concerning Compliance
                     with USAP Minimum Servicing Standards

March 11, 2005

As of and for the year ended December 31, 2004, Bank of America, N.A. (the
"Company"), has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers ("USAP").

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



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


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


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



<page>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of Fifth Third Mortgage Company:

We have examined  management's  assertion that Fifth Third Mortgage Company (the
"Company") has complied as of and for the year ended December 31, 2004, with its
established minimum servicing standards for residential mortgage loans described
in the accompanying  Management's  Assertion dated March 8, 2005.  Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's  assertion about the
Company's compliance based on our examination.

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

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


/s/ Deloitte & Touche LLP
-------------------------
Cincinnati, Ohio

March 8, 2005


<PAGE>


FIFTH THIRD BANK

March 8, 2005

Management's Assertion

As of and for the year ended  December 31, 2004,  Fifth Third  Mortgage  Company
(the  "Company")  has  complied  in all material  respects  with the  Company's
established minimum servicing standards for residential mortgage loans set forth
in  Appendix  I (the  "Standards").  The  Standards  are  based on the  Mortgage
Bankers  Association  of  America's  Uniform  Single  Attestation  Program  for
Mortgage  Bankers.  As of and for this same period,  the Company had in effect a
fidelity  bond in the amount of  $100,000,000  from  January 1, 2004 to June 30,
2004 and  $75,000,000  from July 1, 2004 to December  31,  2004,  and errors and
omissions policy in the amount of $5,000,000 per mortgage.


/s/ Diane Dewbrey
---------------------------------
Diane Dewbrey
Senior Vice President


/s/ Charles Maness
---------------------------------
Charles Maness
Vice President


APPENDIX I


MINIMUM   SERVICING   STANDARDS  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 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 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 contract
      terms 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 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>
Ernest & Young LLP
1300 Huntington Building
Cleveland, Ohio

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

                        Report of Independent Accountants


Board of Directors
National City Mortgage Co.

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the  minimum  servicing  standards  identified  in  Exhibit  A to the  Report of
Management  (the  specific  minimum  servicing  standards)  as set  forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) during the year-ended  December 31, 2004.  Management is
responsible for NCM's compliance with the specified minimum servicing standards.
Our  responsibility  is to express an opinion on management's  assertions  about
NCM's compliance based on our examination.

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

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

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


                                   Exhibit A

                     Specified Minimum Servicing Standards


I.   Custodial Bank Accounts

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

        a.   be mathematically accurate;

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

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

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

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

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

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

II.  Mortgage Payments

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

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

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

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

III. Disbursements

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

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

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

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

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

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

IV.  Investor Accounting and Reporting

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

V.   Mortgagor Loan Accounting

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

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

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

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

VI.  Delinquencies

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

VII. Insurance Policies

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


<page>


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


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

                              Report of Management

We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2004 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 2004, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.

As of and for this same period, NCM had in effect a fidelity bond policy in
the amount of $200 million and an errors and omissions policy in the amount of
$250 million.


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

March 4, 2005

<page>

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Washington Mutual Bank, FA. and Subsidiaries

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

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

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

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

March 7, 2005


                                                        WASHINGTON MUTUAL


MANAGEMENT'S ASSERTION

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

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


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


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


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

March 7, 2005

<page>


February 16, 2004

                                                        WASHINGTON MUTUAL

WASHINGTON MUTUAL BANK, FA AND SUBSIDIARIES

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

I.   CUSTODIAL BANK ACCOUNTS

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

      .  be mathematically accurate;

      .  be prepared within forty-five (45) calendar days after the cutoff date;

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

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

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

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

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

II.  MORTGAGE PAYMENTS

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

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

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

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

III. DISBURSEMENTS

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

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

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

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

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

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

IV.  INVESTOR ACCOUNTING AND REPORTING

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

V.   MORTGAGOR LOAN ACCOUNTING

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

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

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

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

VI.  DELINQUENCIES

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

VII. INSURANCE POLICIES

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


<PAGE>


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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Washington Mutual Mortgage Securities Corp.

We  have  examined  management's   assertion  that  Washington  Mutual  Mortgage
Securities  Corp  (the  "Company")  has  complied  as of and for the year  ended
December 31, 2004, with its established  minimum servicing standards in its role
as master servicer,  described in the accompanying Management's Assertion, dated
March 7,  2005,  for the series of  certificates  included  in the  accompanying
Appendix I.  Management is responsible  for the Company's  compliance with those
minimum  servicing  standards.  Our  responsibility  is to express an opinion on
management's assertion about the Company's compliance based on our examination.

Our  examination  was  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 II.

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  Mortgage
Securities Corp. (the "Company") has complied,  in all material respects, in its
role as  master  servicer,  with the  Company's  established  minimum  servicing
standards as set forth in Appendix II.

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/ Michael Parker
-----------------------------
Michael Parker
President
Washington Mutual Mortgage Securities Corp.


By:  /s/ Thomas Lehmann
-----------------------------
Thomas Lehmann
First Vice President
Washington Mutual Securities Corp.



March 7, 2005

<page>


                                                        Washington Mutual

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.

APPENDIX II: MINIMUM SERVICING STANDARDS

I.   RECONCILIATIONS

     A. Reconciliations shall be prepared on a monthly basis for all clearing
        accounts. These reconciliations shall:

        1.  Be mathematically accurate;

        2.  Be prepared within forty-five (45) calendar days after each clearing
            account's statement cutoff date.

        3.  Be reviewed and approved by someone other than the person who
            prepared the reconciliation, and document explanations for
            reconciling items.
     B. Reconciling items shall be resolved within ninety (90) calendar days of
        their original identification.

II.  SUBSERVICER REMITTANCES

     A. Remittances for mortgage payments and payoffs received from subservicers
        shall be deposited into the applicable clearing account within one
        business day of receipt.

     B. Remittances from subservicers shall be reconciled to applicable loan
        records maintained by Washington Mutual Mortgage Securities Corp.
        ("WMMSC") during the appropriate accounting cycle.

     C. Reconciliations shall be performed monthly for each subservicer
        remittance.  These reconciliations shall:

        1)  Be mathematically accurate.

        2)  Be prepared within thirty (30) calendar days after the cutoff date.

III. DISBURSEMENTS

     A. Disbursements to trustees, paying agents, and investors shall be made in
        accordance with the applicable pooling and servicing agreements and/or
        the prospectus indicating how cash flows are to be allocated.

     B. Disbursements from the clearing accounts for amounts remitted to
        trustees, paying agents, and investors, per our monthly reports to
        those entities, shall agree with the bank statements for the clearing
        accounts.

     C. Only permitted withdrawals shall be made from the clearing accounts.

     D. Disbursements to trustees, paying agents, and investors from clearing
        accounts, made via wire transfer, shall be made only by authorized
        personnel.

IV.  INVESTOR ACCOUNTING AND REPORTING

     Statements to the trustees, paying agents, and investors shall be
     provided with each monthly distribution, in accordance with applicable
     pooling and servicing agreements, detailing the applicable distribution
     activity and effect on the unpaid principal balance of the mortgage loans.

V.   MORTGAGOR LOAN ACCOUNTING

     Loan records maintained by WMMSC shall agree with, or reconcile within
     material amounts to,the mortgage loan records maintained by the subservicer
     with respect to unpaid principal balance on a monthly basis.

VI.  DELINQUENCIES

     Reports from subservicers identifying delinquent loans shall be received
     and reviewed monthly.  The number and aggregate principal balances of
     delinquent mortgage loans contained in these reports shall be included in
     our monthly statements to the trustees, paying agents, and investors.

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 in management's assertion.


<page>

EXHIBIT 99.2 - Annual Servicer's Statement as to Compliance


        a) Chase Manhattan Mortgage Corp., as Master Servicer
        b) ABN AMRO Mortgage Group, Inc., as Servicer
        c) Bank Of America, N.A., as Servicer
        d) Fifth Third Mortgage Company, as Servicer
        e) National City Mortgage Co., as Servicer
        f) Washington Mutual Bank, FA, as Servicer
        g) Washington Mutual Mortgage Securities Corp., as Servicer

<page>


                           OFFICER'S CERTIFICATION


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

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

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

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




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


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


                                EXHIBIT A

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

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


<page>

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

                        CERTIFICATE OF COMPLIANCE

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

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

                                              and

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

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

                                            ABN AMRO Mortgage Group, Inc.

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

<page>



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


OFFICER'S CERTIFICATE

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

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

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

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

<page>

                              FIFTH THIRD MORTGAGE

                            OFFICER'S CERTIFICATION


Pursuant to Article VI, Section 6.4 of the Servicing Agreement, the undersigned
Officer of FIFTH THIRD certifies to the following:

1.   A review of the  activities of the Company  during the  preceding  calendar
     year and of  performance  under  this  Agreement  has been made  under such
     officer's supervision, and

2.   The Company has complied with the  provisions of this  Agreement or similar
     agreements,  and to the  best of such  officer's  knowledge,  based on such
     review,  the  Company  has  fulfilled  all of its  obligations  under  this
     Agreement.


FIFTH THIRD

Certified by:  /s/ Chuck Maness                 Date:  3/14/05
                ------------------------
                Chuck Maness
                Vice President


<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>


                                                      Washington Mutual
                                                       Mortgage Securities Corp



March 28, 2005


Chase Home Mortgage
1111 Fannin
16th Floor
Houston, TX 77002


RE:     ANNUAL STATEMENT AS TO COMPLIANCE FOR
        WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.

Dear Sir or Madam:

Please be advised that, in accordance with the pooling and servicing agreements
(each, an "Agreement") executed between Chase Home Mortgage and Washington
Mutual Mortgage Securities Corp. (f/k/a PNC Mortgage Securities Corp.) (the
"Master Servicer"), acting in its capacity as master servicer under each
Agreement, during the preceding calendar year and its performance under the
Agreements and, to the best of my knowledge, the Master Servicer has fulfilled
all of its obligations under the Agreements during such year.

Please find enclosed the Independent Accountants' Report issued in connection
with the mortgage pass through certificates listed as an attachment for the year
ended December 31, 2004.

Sincerely,

/s/ Tammy Spriggs

Tammy Spriggs
First Vice President
Washington Mutual Mortgage Securities Corp.


<PAGE>