10-K 1 gsr042f_form10k.txt 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 333-100818-22 GS MORTGAGE SECURITIES CORP. (as Depositor under the Master Servicing and Trust Agreement, dated as of January 1, 2004, providing for the issuance of Mortgage Pass-Through Certificates, Series 2004-2F) (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 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 75 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- PART III Item 10. Directors and Executive Officers of the Registrant. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not Applicable. Item 13. Certain Relationships and Related Transactions. No reportable transactions have occurred. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements: Not Applicable. (2) Financial Statement Schedules: Not Applicable. (3) Exhibits: Rule 13a-14(a)/15d-14(a) Certification, filed as Exhibit 31.1 hereto. 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- GSR Mortgage Loan Trust 2004-2F Mortgage Pass-Through Certificates, Series 2004-2F ----------------------------------------------------------------------- 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 GS MORTGAGE SECURITIES CORP. Date: March 30, 2005 -4- 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- EXHIBIT INDEX Exhibit Description 31.1 Rule 13a-14(a)/15d-14(a) Certification 99.1 Annual Independent Accountants' Report with Management Assertion a) Chase Manhattan Mortgage Corp., as Master Servicer b) Countrywide Home Loans Servicing, LP, as Servicer c) Fifth Third Mortgage Company, as Servicer d) GE Mortgage Services, LLC as Servicer e) Washington Mutual Bank, FA, as Servicer 99.2 Annual Servicer's Statement as to Compliance a) Chase Manhattan Mortgage Corp., as Master Servicer b) Countrywide Home Loans Servicing, LP, as Servicer c) Fifth Third Mortgage Company, as Servicer d) GE Mortgage Services, LLC, as Servicer e) Washington Mutual Bank, FA, as Servicer -6- EXHIBIT 31.1 Annual Rule 13a-14(a)/15d-14(a) Certification DEPOSITOR CERTIFICATION Re: GSR Mortgage Loan Trust 2004-2F (the "Trust") Mortgage Pass-Through Certificates, Series 2004-2F, issued pursuant to the Trust Agreement, dated as of January 1, 2004, (the "Trust Agreement"), among Wachovia Bank, National Asssociation, 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 Corporation, as master servicer (the "Master Servicer"), and Countrywide Home Loans Servicing, LP, Fifth Third Mortgage Company, GE Mortgage Services, LLC, and Washington Mutual Bank, FA as servicers (the "Servicers"), pursuant to the respective servicing agreements (the "Servicing Agreements"). I, Michelle Gill, certify that: 1. I have reviewed this annual report on Form 10-K ("Annual Report"), and all reports on Form 8-K containing distribution reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this Annual Report, of the Trust; 2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Annual Report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicers under the Trust Agreement and Servicing Agreements, for inclusion in the Reports is included in the Reports; 4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Servicing Agreements, and except as disclosed in the Reports, the Servicers have fulfilled their obligations under the Servicing Agreements; and 5. The Reports disclose all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Trust Agreement, that is included in the Reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicers. Date: March 30, 2005 -------------------------------- By: /s/ Michelle Gill -------------------------------------- Name: Michelle Gill Title: Vice President GS MORTGAGE SECURITIES CORP. -7- EXHIBIT 99.1 - Annual Independent Accountants' Report with Management Assertion a) Chase Manhattan Mortgage Corp., as Master Servicer b) Countrywide Home Loans Servicing, LP, as Servicer c) Fifth Third Mortgage Company, as Servicer d) GE Mortgage Services, LLC, as Servicer e) Washington Mutual Bank, FA, as Servicer 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. KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071 Independent Accountants' Report Board of Directors Countrywide Financial Corporation: We have examined the accompanying management's assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company' compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, (including its wholly-owned subsidiary, Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for year ended December 31, 2004 is fairly stated, in all material respects. By: /s/ KPMG LLP --------------------------- March 17, 2005 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 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 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. 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 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 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. EXHIBIT 99.2 - Annual Servicer's Statement as to Compliance 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 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 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 GE Mortgage 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 December 1, 2003 (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 2004-2F 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