10-K 1 gsaa11_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, 2005 Or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 333-120274-35 GS MORTGAGE SECURITIES CORP. (as Depositor under the Master Servicing and Trust Agreement, dated as of September 1, 2005, providing for the issuance of Asset-Backed Certificates, Series 2005-11) (Exact name of registrant as specified in its charter) Delaware 13-3387389 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 85 Broad Street New York, New York 10004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (212) 902-1000 GSAA Home Equity Trust 2005-11 Asset-Backed Certificates Series 2005-11 (Title of each class of securities covered by this form) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not Applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable. Documents incorporated by reference: None PART I Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The Registrant knows of no material pending legal proceedings involving the trust created under the Master Servicing and Trust Agreement, the Trustee, any Servicer or the Registrant with respect to the trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Currently, there is no established secondary market for the Certificates known to the Registrant. As of December 31, 2005, the number of holders of each class of offered certificates was 32 based on records provided by The Depository Trust Company. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not Applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not Applicable. Item 8. Financial Statements and Supplementary Data Not Applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not Applicable. Item 9B. Other Information. None. -2- 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. JPMorgan Chase Bank N.A., as Master Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.1 hereto. Countrywide Home Loans Servicing LP, as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.2 hereto. GreenPoint Mortgage Funding, Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.3 hereto. National City Mortgage Co., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.4 hereto. Suntrust Mortgage Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.5 hereto. Wells Fargo Bank, N.A., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance filed as Exhibit 99.6 hereto. (b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. (c) Not applicable. -3- 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 29, 2006 -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 JPMorgan Chase Bank N.A., as Master Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance 99.2 Countrywide Home Loans Servicing LP, as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance 99.3 GreenPoint Mortgage Funding, Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance 99.4 National City Mortgage Co., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance 99.5 Suntrust Mortgage Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance -6- EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification ------------- CERTIFICATION Re: GSAA Home Equity Trust 2005-11 (the "Trust") Asset-Backed Certificates Series 2005-11, issued pursuant to the Master Servicing and Trust Agreement, dated as of September 1, 2005 (the "Trust Agreement"), among GS Mortgage Securities Corp., as a depositor (the "Depositor"), Wachovia Bank, N.A. as trustee (in such capacity, the "Trustee"), Deutsche Bank National Trust Company ("Deutsche Bank"), as a custodian, J.P. Morgan Trust Company, National Association ("JPMorgan"), as a custodian (Deutsche Bank and JPMorgan, each a "Custodian" and together the "Custodians") and JPMorgan Chase Bank, National Association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), Countrywide Home Loans Servicing LP, GreenPoint Mortgage Funding, Inc., SunTrust Mortgage Inc., and Wells Fargo Bank, N.A. 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 Securities Administrator by the Master Servicer under the Trust Agreement, 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 Master Servicer in accordance with the terms of the Trust Agreement, and except as disclosed in the Reports, each Servicer has fulfilled its obligations under the applicable Servicing Agreement; and 5. The Reports disclose all significant deficiencies relating to the Servicers' 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, the Master Servicer and the Servicers. Date: March 29, 2006 By: /s/ Michelle Gill ---------------------- Name: Michelle Gill Title: Vice President -7- EXHIBIT 99.1 JPMorgan Chase Bank N.A., as Master Servicer Annual Independent Accountants' Servicing Report with Management Assertion Annual Servicer's Statement as to Compliance ------------- PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors of JPMorgan Chase Bank, N.A.: We have examined management's assertion about JPMorgan Chase Bank, N.A.'s (the "Company") compliance with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2005. The Company has interpreted USAP and determined that USAP minimum servicing standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 are applicable to master servicers and are included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with these minimum servicing standards. Our responsibility is to express an opinion on management's assertion, as it relates to the Company's compliance with the aforementioned minimum servicing standards, based on our examination. The Company has interpreted USAP and determined that USAP minimum servicing standards I.4, II.1, II.2, II.3, II.4, III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 are not applicable to master servicers. The Company uses a subservicing organization to perform the servicing obligations subject to servicing standards I.4, II.1, II.2, II.3, II.4, III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 of the USAP. We did not examine the Company's compliance with the servicing standards referred to in the previous sentence and accordingly, do not express an opinion thereon. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards solely as they relate to standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP ------------------------------ March 29, 2006 JPMorgan EXHIBIT I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 29, 2006 As of and for the year ended December 31, 2005, JPMorgan Chase Bank, N.A. (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") that we have determined are applicable to master servicers. We have interpreted USAP and determined that minimum servicing standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 as set forth in USAP are applicable to master servicers. We have also interpreted that USAP minimum servicing standards I.4, II.1, II.2, II.3, II.4, III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 as set forth in USAP are not applicable to master servicers; for these minimum servicing standards the Company relies on the performance of its subservicers. This assertion relates specifically to the Company's Master Servicing Portfolio. It is the Company's policy to obtain and review USAP reports from the independent auditors of its subservicers on an annual basis. Not all of these USAP reports for the year ended December 31, 2005 are available as of March 29, 2006. As of March 29, 2006, the Company has obtained USAP reports for 36% of its subservicers. These subservicers serviced loans comprising 92% of the unpaid principal balance of the Company's Master Servicing Portfolio as of December 31, 2005. Instances of non-compliance noted in the USAP reports received from the subservicers as of March 29, 2006, have been included in Exhibit II hereto. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000, respectively. /s/ William Jenkins ------------------------- William Jenkins Vice President JPMorgan Chase Bank, N.A. /s/ Kelly A. Mathieson ------------------------- Kelly A. Mathieson Managing Director JPMorgan Chase Bank, N.A. Exhibit II JPMorgan Chase Bank, N.A. Subservicers' USAP Report Exceptions It is the policy of JPMorgan Chase Bank, N.A. (the "Company") to obtain Uniform Single Attestation Program for Mortgage Bankers ("USAP") reports from the independent auditors of its subservicers as of and for the year ended December 31, 2005. As of March 29, 2006, the Company has obtained and reviewed USAP reports for 36% of its subservicers. These subservicers serviced loans comprising 92% of the unpaid principal balance of the Company's Master Servicing Portfolio as of December 31, 2005. The Company noted instances of noncompliance included in the USAP reports received as of March 29, 2006, which are summarized below. Servicer Exception ---------- ----------- Ocwen Loan Servicing, LLC The Company did not comply with the requirement to prepare custodial bank account reconciliations and to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards. Certain ARM loans serviced by the Company were transferred in with an incorrect look back date due to errors in prior servicer records. These certain loans had ARM adjustments shortly after servicing transfer, but prior to the Company receiving the related mortgage documents from the prior servicer. When the Company received the mortgage documents and these errors were identified, the Company did not adjust the principal and interest payment amount. The Company has subsequently made adjustments to their procedures when they identify an error in prior servicer data to analyze the effect on the customer's account and make the appropriate adjustment. North Fork Bancorporation, Inc. The Company did not comply with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards. For the month ended December 31, 2005, all custodial bank reconciliations had been completed and reviewed on a timely basis. PHH Mortgage Corporation The Company completed all custodial bank account reconciliations within 60 days of the cutoff date, however did not complete all reconciliations within 45 days of the cutoff as specified by the minimum servicing standards. As such, the Company has determined that it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 days after the cutoff date. During the year ended December 31, 2005, the Company determined it was materially non-compliant with the requirement to resolve reconciling items resulting from custodial bank account reconciliations within 90 calendar days as specified by the minimum servicing standards. GS Mortgage Securities Corp. 85 Broad Street New York, New York 10004 Reference is made to each pooling and servicing agreement listed on Exhibit A hereto (each, an "Agreement") entered into by JPMorgan Chase Bank, N.A., (the "Master Servicer"). (a) a review of the activities of the Master Servicer during the preceding fiscal year and of performance under this Agreement has been made under such officer's supervision, and (b) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken by the Master Servicer to cure such default. JPMorgan Chase Bank, N.A. By: /s/ William Jenkins March 15, 2006 ---------------------------- William Jenkins Vice President EXHIBIT A GSAA 2005-11 GSAA 2005-14 GSR 2005-1F GSR 2005-2F GSR 2005-3F GSR 2005-4F GSR 2005-5F GSR 2005-6F GSR 2005-7F GSR 2005-8F EXHIBIT 99.2 Countrywide Home Loans Servicing LP, as Servicer Annual Independent Accountants' Servicing Report with Management Assertion Annual Servicer's Statement as to Compliance ------------- KPMG LLP Telephone 213 972 4000 Suite 2000 Fax 213 822 1217 355 South Grand Avenue Internet www.us.kpmg.com Los Angeles, CA 90071 Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined management's assertion, included in the accompanying Management Assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for year ended December 31, 2005 is fairly stated, in all material respects. /s/ KPMG LLP --------------------------- March 3, 2006 COUNTRYWIDE Home Loans 2900 Madera Road Simi Valley, California 93065-6298 (805)955-1000 Management's Assertion March 3, 2006 As of and for the year ended December 31, 2005, Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a mortgage banker's (fidelity) bond in the amount of $200 million and an errors ad omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively. /s/ Steve Balley ------------------------------ Steve Balley Senior Managing Director and Chief Executive Officer, Loan Administration /s/ Kevin Meyers ------------------------------ Kevin Meyers Managing Director and Chief Financial Officer, Loan Administration COUNTRYWIDE Home Loans 400 Countrywide Way March 10, 2006 Simi Valley, California 93065-6298 JPMorgan Chase Bank Re: please see attached list 6525 West Campus Oval, Suite 200 New Albany, OH 43054 Attn: Carrie Grome OFFICER'S CERTIFICATE I, Joseph Candelario, hereby certify that I am the First Vice President, Loan Administration of Countrywide Home Loans, Inc., fka Countrywide Funding Corporation. I further certify, with respect to the Servicing Agreements for Countrywide Mortgage Obligations, Inc., the following: I have reviewed the activities and performance of the Servicer during the fiscal year ended December 31, 2005 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year. By: /s/ Joseph M. Candelario March 10, 2006 ---------------------------- -------------- Joseph M. Candelario Date First Vice President Compliance Officer Loan Administration GSAA 2005-11 GSAA 2005-14 GSMPS 2005-RP3 GSR 2004-03F GSR 2004-10F GSR 2004-11 GSR 2004-15F GSR 2004-2F GSR 2004-4 GSR 2004-8F GSR 2004-9 GSR 2005-1F GSR 2005-2F GSR 2005-3F GSR 2005-4F GSR 2005-5F GSR 2005-6F GSR 2005-7F GSR 2005-8F TMTS 2004 1HE TMTS 2004 3HE TMTS 2004 7HE TMTS 2004 5HE TMTS 2004 9HE TMTS 2004 18SL IXIS 2005-HE3 EXHIBIT 99.3 GreenPoint Mortgage Funding, Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion Annual Servicer's Statement as to Compliance ------------- KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors North Fork Bancorporation, Inc.: We have examined management's assertion, included in the accompanying Management Assertion, that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of North Fork Bancorporation, Inc., complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for GreenPoint Mortgage Funding, Inc.'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about GreenPoint Mortgage Funding, Inc.'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 GreenPoint Mortgage Funding, Inc.'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 GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards. Our examination disclosed the following material noncompliance with minimum servicing standards over custodial bank accounts as of and for the year ended December 31, 2005. Certain custodial bank account reconciliations were not prepared and reviewed on a timely basis. In addition, there are certain custodial bank accounts that have reconciling items that have not been resolved within 90 calendar days of their original identification. In our opinion, except for the material noncompliance described in the third paragraph, GreenPoint Mortgage Funding, Inc. complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005. /s/ KPMG LP ----------------- February 21, 2006 100 Wood Hollow Drive Novato, CA 94945 (800) 462-2700 GreenPoint Mortgage Management's Assertion February 21, 2006 As of and for the year ended December 31, 2005, GreenPoint Mortgage Funding,Inc. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except as follows: . During the year, certain custodial bank account reconciliations were not prepared and reviewed on a timely basis. In addition, there are certain custodial bank accounts that have reconciling items that have not been resolved within 90 calendar days of their original identification. For the month ended December 31, 2005, all custodial bank reconciliations had been completed and reviewed on a timely basis. As of and for the year ended December 31, 2005, GreenPoint Mortgage Funding,Inc. had in effect a fidelity bond in the amount of $25,000,000 for a single loss limit and an aggregate limit of liability of $50,000,000 and an errors and omissions policy in the amount of $25,000,000 for a single loss limit and no aggregate limit of liability. Very truly yours, GreenPoint Mortgage Funding, Inc., as Servicer /s/ Steve Abreu /s/ Dave Petrini ----------------------- ----------------------- Steve Abreu Dave Petrini Chief Executive Officer Chief Financial Officer /s/ Becky Poisson ------------------------- Becky Poisson Executive Vice President of Technology and Servicing PO Box 84013 Columbus, GA 31908-4013 Tel. 800.784.5566 GreenPoint Mortgage February 27, 2006 RE: Annual Statement of Compliance for the Servicing Agreement listed on Exhibit A hereto (each as "Agreement") by GreenPoint Mortgage Funding, Inc., as Servicer Ladies and Gentlemen: Pursuant to the Servicing Agreement with respect to the above-referenced offering, the undersigned office of GreenPoint Mortgage Funding, Inc. (as "Servicer") hereby certifies as to the following (capitalized terms have the meaning used in the Servicing Agreement): 1. A review of the activities of the Servicer and its performance under the Servicing Agreement during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. To the best knowledge of the undersigned officer, based on such review, the Servicer has fulfilled all of its material obligations under the Servicing Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Servicer's material obligations throughout such period except as follows: During the year, certain custodial bank account reconciliations were not prepared and reviewed on a timely basis. In addition, there are certain custodial bank accounts that have reconciling items that have not been resolved with 90 calendar days of their original identification. For the month ended December 31, 2005, all custodial bank reconciliations had been completed and reviewed on a timely basis. Very truly yours, GREENPOINT MORTGAGE FUNDING, INC., as Servicer By: /s/ Michael De Francesco ------------------------ Michael De Francesco Senior Vice President Loan Administration PO Box 84013 Columbus, GA 31908-4013 Tel. 800.784.5566 GreenPoint Mortgage EXHIBIT A ----------- TMTS 2004 5HE CSFB 2002 5 GSR 2004 13F TMTS 2004 7HE CSFB 2002 9 GSR 2005 1F TMTS 2004 9HE CSFB 2002 10 GSR 2005 8F TMTS 2004 11HE CSFB 2002 18 GSAA 2005 11 TMTS 2004 19HE CSFB 2002 22 GSAA 2005 14 TMTS 2004 21HE CSFB 2002 26 TMTS 2004 16SL CSFB 2002 AR8 CSFB 2003 AR24 CSFB 2003 AR28 EXHIBIT 99.4 National City Mortgage Co., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion Annual Servicer's Statement as to Compliance ------------- Ernst & Young LLP Phone (216) 861-5000 Suite 1300 www.ey.com Cleveland, Ohio Report on Management's Assertion on Compliance with the Specified Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying report titled Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards identified in Exhibit A to the Report of Management (the specific minimum servicing standards) as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers during the year-ended December 31, 2005. Management is responsible for NCM's compliance with the specified minimum servicing standards. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination. Our examination was made in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about NCM's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with specified minimum servicing standards. In our opinion, management's assertion that NCM complied with the aforementioned specified minimum servicing standards during the year ended December 31, 2005, is fairly stated, in all material respects. /s/ Ernst & Young LLP --------------------- March 1, 2006 National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive . Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the servicing standards identified in the attached Exhibit A (the specified minimum servicing standards) as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of NCM's compliance with the specified minimum servicing standards as of December 31, 2005 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2005, NCM complied, in all material respects, with the specified minimum servicing standards set forth in the USAP. As of December 31, 2005 and for the year then ended, NCM had in effect a fidelity bond policy in the amount of $200 million and an errors and omissions policy in the amount of $250 million. /s/ Steven M. Scheid ------------------------- Steven M. Scheid Senior Vice President /s/ T. Jackson Case, Jr. ------------------------- T. Jackson Case, Jr. Executive Vice President March 1, 2006 Exhibit A Specified Minimum Servicing Standards I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: a. be mathematically accurate; b. be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; c. be reviewed and approved by someone other than the person who prepared the reconciliation; and d. document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two (2) business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two (2) business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two (2) business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with, or reconcile to, investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on adjustable rate mortgage (ARM) loans shall be computed based on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be undated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (i.e., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive . Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 COMPANY CERTIFICATION I, T. Jackson Case, Jr., hereby certify to J.P.MORGAN MORTGAGE ACQUISITION CORP., that I am a duly elected Executive Vice President of National City Mortgage Corporation (the "Company"), a corporation organized under the laws of the State of Ohio and further as follows: (i) A review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) The Servicer has fully complied with the provisions of this Agreement and (iii) To the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. National City Mortgage Certified By: /s/ T. Jackson Case, Jr. Date: March 2, 2006 ------------------------- -------------- Name: T. Jackson Case, Jr. Title: Executive Vice President National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive . Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 ATTACHMENT TO ANNUAL STATEMENT OF COMPLIANCE CSFB 2002-34 CSFB 2002-AR13 CSFB 2002-AR27 CSFB 2002-AR28 CSFB 2002-AR31 CSFB 2002-AR33 CSFB 2003-11 CSFB 2003-17 CSFB 2003-AR12 CSFB 2003-AR15 CSFB 2003-AR2 CSFB 2003-AR26 GSAA 2005-11 GSAA 2005-14 GSAMP 2005-SEA1 GSR 2003-7F GSR 2003-9 GSR 2004-03F GSR 2004-10F GSR 2004-11 GSR 2004-13F GSR 2004-6F GSR 2004-9 GSR 2005-2F GSR 2005-3F GSR 2005-4F GSR 2005-5F GSR 2005-6F GSR 2005-7F GSR 2005-8F EXHIBIT 99.5 Suntrust Mortgage Inc., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion and Annual Servicer's Statement as to Compliance ------------- PricewaterhouseCoopers LLP 10 Tenth Street, Suite 1400 Atlanta GA 30309-3851 Telephone: (678) 419 1000 Facsimile: (678) 419 1239 Report of Independent Accountants To the Board of Directors and Shareholder of SunTrust Mortgage, Inc. and Subsidiaries: We have examined management's assertion about SunTrust Mortgage, Inc. and its subsidiaries' (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers, LLP ------------------------------- February 21, 2006 SunTrust Mortgage 901 Semmes Avenue Richmond, Virginia 23224 Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 17, 2006 As of and for the year ended December 31, 2005, SunTrust Mortgage, Inc. and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a SunTrust Banks, Inc. and subsidiaries fidelity bond and errors and omissions policy in the amounts of $150 million. /s/ Sterling Edmunds, Jr. ------------------------------ Sterling Edmunds, Jr. Chairman, Chief Executive Officer /s/ Marvin L. Watts ------------------------------ Marvin L. Watts Executive Vice President, Executive Servicing & Operations Manager /s/ John R. Purcell, Jr. ------------------------------ John R. Purcell, Jr. Loan Servicing Manager SunTrust Mortgage, Inc. Post Office Box 26149 Richmond, VA 23260-6149 Toll Free 1.800.634.7928 www.suntrustmortgage.com JP Morgan Chase, Master Servicing 6525 West Campus Oval, Suite 200 New Albany, OH 43054 RE: ANNUAL SERVICING CERTIFICATION Deal Names: GSR 2005-7F - GSR 2005-5F - GSR 2005-8F GSAA 2005-11 - GSAA 2005-14 In connection with the loans serviced by SunTrust Mortgage, Inc. for JP Morgan Chase, I, the undersigned officer, hereby certify the following as December 31, 2005: * All real estate taxes, special assessments and any charges that may become a lien upon the property and which became due in the last calendar year have been paid. This also includes verification of payment with taxing authorities for non-impound accounts. * For those loans with escrow/impound accounts for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future amounts due. * All FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and such coverage is in full force and effect. * All properties are adequately insured against casualty loss and, if applicable, flood loss and we are in possession of the original hazard insurance and floor insurance policies. * Fidelity Bond coverage and Errors and Omissions coverage combined policy of $150,000,000 is adequate and in place and the applicable premiums have been paid. * All interest and/or monthly payment adjustments for ARM and GPM loans have been made in accordance with the mortgage terms. Timely and proper notice of such changes was provided to the mortgagors. * All property inspections have been completed according to the provisions of our Servicing Agreement, if applicable. * The P&I custodial account and any clearing accounts are maintained in a depository institution the deposits of which are insured by the Bank Insurance Fund. The depository institution meets or exceeds the most recent financial rating requirements set forth by FNMA. * We have complied with all other provisions of the Servicing Agreement. * We are in compliance with IRS requirements and all federal, state, and local laws for reporting the receipt of interest, payment of fees, or acquisition of properties. * To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the preceding year has been conducted in compliance with all other provision of the Servicing Agreement(s)/Purchase and Sale Agreement(s) barring such exceptions as listed. Any exceptions to this certification are listed on an attachment along with explanations concerning their completion. If none are listed, it should be considered that there are no exceptions. BY: /s/ Annette Holman-Foreman DATE: March 15, 2006 -------------------------- Annette Holman-Foreman, VP (name and title) EXHIBIT 99.6 Wells Fargo Bank, N.A., as Servicer Annual Independent Accountants' Servicing Report with Management Assertion Annual Servicer's Statement as to Compliance ------------- 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, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures, as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, is fairly stated, in all material respects. /s/ KPMG LLP -------------------- February 21, 2006 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, 2005, Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond along with an errors and omissions policy in the amount of $100 million and $20 million, respectively. /s/ Michael J. Heid February 21, 2005 -------------------------- Michael J. Heid, Division President, Capital Markets, Finance & Administration Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Franklin R. Codel February 21, 2005 -------------------------- Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Mary Coffin February 21, 2005 -------------------------- Mary Coffin, Executive Vice President, Servicing & Post Closing Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Cara K. Heiden February 21, 2005 -------------------------- Cara K. Heiden, Division President, Nat'l Consumer & Institutional Lending Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. Wells Fargo Home Mortgage, Inc. One Home Campus Des Moines, IA 50328-0001 February 24, 2006 See Attached Listing of Pools RE: 2005 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2005: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable). 3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid. 4. We have made all property inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exists. 6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported. Sincerely, By: /s/ John B. Brown ------------------ John B. Brown Vice President Wells Fargo Home Mortgage GSR 2003-7F GSR 2004-4 GSAMP 2004-SEA1 GSR 2004-11 GSRPM 2004-1 GSR 2004-8F GSR 2004-9 GSMPS 2004-4 GSR 2004-13F GSR 2005-1F GSAMP 2005-SEA1 - DEUTSCHE BANK GSMPS 2005-RP2 GSR 2005-5F GSMPS 2005-LT1 GSR 2005-7F GSMPS 2005-RP3 GSAA 2005-11 GSAMP 2005-SEA2 GSR 2004-2F GSR 2004-10F