ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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GSAA HOME EQUITY TRUST 2006-19 | GS MORTGAGE SECURITIES CORP | U.S. BANK NATIONAL ASSOCIATION | FIRST NATIONAL BANK OF NEVADA | WELLS FARGO BANK, NATIONAL ASSOCIATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 99.14
EXECUTION COPY
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GSAA HOME EQUITY TRUST 2006-19
ASSET-BACKED
CERTIFICATES
SERIES
2006-19
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
among
GS MORTGAGE
SECURITIES CORP.,
as
Assignor
U.S. BANK
NATIONAL ASSOCIATION,
AS TRUSTEE FOR GSAA HOME
EQUITY TRUST 2006-19
as Assignee
and
FIRST NATIONAL
BANK OF NEVADA,
as
Responsible Party
and as
acknowledged by
WELLS FARGO BANK, NATIONAL
ASSOCIATION
as Master
Servicer
Dated
as of
November
24, 2006
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<PAGE>
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT made this 24th day
of November, 2006 (this "Assignment Agreement"), among First National
Bank of
Nevada, a national banking association (the "Responsible Party"),
U.S. Bank
National Association, not in its individual capacity, but solely as trustee
(in such capacity, the "Trustee") on behalf of GSAA Home Equity Trust
2006-19
(the "Assignee") and GS Mortgage Securities Corp., a Delaware
corporation (the
"Assignor" or "Depositor"), and as acknowledged by Wells
Fargo Bank, National
Association, as master servicer (in such capacity, the "Master
Servicer").
WHEREAS, Goldman Sachs Mortgage
Company ("GSMC") and the Responsible
Party have entered into the Second Amended and Restated Master Mortgage Loan
Purchase and Interim Servicing Agreement, dated as of May 1, 2006 (the
"Sale
Agreement"), pursuant to which the Responsible Party sold to GSMC certain
mortgage loans on a servicing-released basis attached as an exhibit to the
Master Servicing and Trust Agreement (as defined below);
WHEREAS, GSMC has assigned and
conveyed certain mortgage loans (the
"Mortgage Loans"), which Mortgage Loans are subject to the provisions
of the
Sale Agreement, to the Assignor pursuant to an Assignment, Assumption and
Recognition Agreement, dated as of November 24, 2006 (the "GSMC Assignment
Agreement");
WHEREAS, the Assignee has
agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans acquired by the Assignor
pursuant to the GSMC Assignment Agreement, which Mortgage Loans are listed on
the mortgage loan schedule attached as Exhibit 1 hereto (the "Mortgage
Loan
Schedule"); and
WHEREAS, pursuant to a Master
Servicing and Trust Agreement, dated
as of November 1, 2006 (the "Trust Agreement"), among the Depositor,
U.S. Bank
National Association, as Trustee and as a custodian, Deutsche Bank National
Trust Company, as a custodian, The Bank of New York Trust Company, National
Association, as a custodian, and Wells Fargo Bank, National Association, as
Master Servicer and securities administrator, the Assignor will transfer the
Mortgage Loans to the Assignee, together with the Assignor's rights under the
Sale Agreement, to the extent relating to the Mortgage Loans (other than the
rights of the Assignor to indemnification thereunder).
NOW THEREFORE, in consideration
of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption.
(a) The Assignor hereby assigns to the
Assignee, as of the date hereof, all of its right, title and interest in and
to the Mortgage Loans and the GSMC Assignment Agreement (including without
limitation the rights of GSMC under the Sale Agreement, to the extent assigned
to the Assignor under the GSMC Assignment Agreement) from and after the date
hereof, and the Assignee hereby assumes all of the Assignor's obligations
under the Sale Agreement, to the extent relating to the Mortgage Loans from
and after November 24, 2006, and the Responsible Party hereby acknowledges
such assignment and assumption and hereby agrees to the release of the
Assignor from any obligations
<PAGE>
under the Sale Agreement from and after November 24, 2006, to the extent
relating to the Mortgage Loans.
(b) The Assignor represents and
warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or encumber the
Assignor's ownership interest in the Mortgage Loans since the date of the Sale
Agreement.
(c) The Responsible Party and
the Assignor shall have the right to
amend, modify or terminate the Sale Agreement without the joinder of the
Assignee with respect to mortgage loans not conveyed to the Assignee
hereunder, provided, however, that such amendment, modification or termination
shall not affect or be binding on the Assignee.
2. Accuracy of the Sale
Agreement. The Responsible Party and the
Assignor represent and warrant to the Assignee that (i) attached hereto as
Exhibit 2 is a true, accurate and complete copy of the Sale Agreement, (ii)
the Sale Agreement is in full force and effect as of the date hereof, (iii)
except as previously disclosed in the GSMC Assignment Agreement, the Sale
Agreement has not been amended or modified in any respect and (iv) no notice
of termination has been given to the Responsible Party under the Sale
Agreement. The Responsible Party in its capacity as seller under the Sale
Agreement, further represents and warrants that the representations and
warranties contained in Sections 7.01 and 7.02 of the Sale Agreement are true
and correct as of the Closing Date (as such term is defined in the Sale
Agreement).
3. Recognition of Assignee.
From and after the date hereof,
the Responsible Party shall note the
transfer of the Mortgage Loans to the Assignee in its books and records, shall
recognize the Assignee as the owner of the Mortgage Loans. It is the intention
of the Assignor, the Responsible Party and Assignee that the Sale Agreement
shall be binding upon and inure to the benefit of the Responsible Party and
the Assignee and their successors and assigns.
4. Representations and
Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor as follows:
(a) Decision to Purchase. The
Assignee represents and warrants that
it is a sophisticated investor able to evaluate the risks and merits of the
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor or the
Responsible Party other than those contained in the Sale Agreement or this
Assignment Agreement.
(b) Authority. The Assignee
hereto represents and warrants that it
is duly and legally authorized to enter into this Assignment Agreement and to
perform its obligations hereunder and under the Sale Agreement.
(c) Enforceability. The
Assignee hereto represents and warrants that
this Assignment Agreement has been duly authorized, executed and delivered by
it and (assuming due authorization, execution and delivery thereof by each of
the other parties hereto) constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
<PAGE>
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
5. Representations and
Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assi







