GSAA HOME EQUITY TRUST 2006-19 ASSET-BACKED CERTIFICATES SERIES 2006-19 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                   Exhibit 99.5

===============================================================================


                         GSAA HOME EQUITY TRUST 2006-19

                           ASSET-BACKED CERTIFICATES

                                 SERIES 2006-19

               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                     among

                        GOLDMAN SACHS MORTGAGE COMPANY,
                                  as Assignor

                         GS MORTGAGE SECURITIES CORP.,
                                  as Assignee

                                      and

                             AVELO MORTGAGE, L.L.C.
                                 as the Company

                                  Dated as of

                               November 24, 2006


===============================================================================

<PAGE>

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated November
24, 2006 (this "Agreement"), among Goldman Sachs Mortgage Company ("Assignor"),
GS Mortgage Securities Corp. ("Assignee") and Avelo Mortgage, L.L.C. ( the
"Company") (the "Step 1 Assignment Agreement").

            For and in consideration of the mutual promises contained herein
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:

            1. Assignment, Assumption and Conveyance.

            The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest (other than those rights
specifically retained by the Assignor pursuant to this Agreement) of the
Assignor, as purchaser, in, to and under (a) certain mortgage loans acquired
through the Goldman Sachs Residential Mortgage Conduit Program (the "Conduit
Mortgage Loans") and those certain mortgage loans originated or acquired by
each of Ameriquest Mortgage Company (the "Ameriquest Mortgage Loans") and First
National Bank of Nevada (the "FNBN Mortgage Loans" and, together with the
Conduit Mortgage Loans and the Ameriquest Mortgage Loans, the "Mortgage Loans")
listed on the schedule (the "Mortgage Loan Schedule") attached hereto as
Exhibit A, and (b) solely insofar as it relates to the Mortgage Loans, that
certain Flow Servicing Agreement, dated as of January 1, 2006 (the "Servicing
Agreement"), by and between the Assignor, as owner (the "Owner") and the
Company. The Assignor hereby agrees that it will (i) deliver possession of
notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or
its designee and (ii) take in a timely manner all necessary steps under all
applicable laws to convey and to perfect the conveyance of the Mortgage Loans
as required under the Trust Agreement (as defined below).

            The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under
and any obligations of the Assignor with respect to any mortgage loans subject
to the Servicing Agreement that are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement, (ii) any
rights and obligations of the Assignor pursuant to the Servicing Agreement
arising prior to the date hereof or (iii) the rights and obligations of the
Owner under the following sections of the Servicing Agreement: Section 6.02
(relating to the Owner's right to terminate the Company), Section 5.01
(relating to the Owner's right to receive information from the Company) and
Section 11.16 (relating the Owner's obligation to execute certain
confidentiality agreements).

            The Assignee hereby assumes all of the Assignor's obligations under
the Mortgage Loans and the Servicing Agreement solely insofar as such
obligations relate to the Mortgage Loans, other than the obligations set forth
in clauses (ii) and (iii) of the preceding paragraph.

            The parties hereto agree that with respect to the Mortgage Loans
being serviced under the Servicing Agreement the Servicing Fee Rate for the
Mortgage Loans shall be an amount equal to 0.25%, with respect to 96% of the
aggregate principal balance of the Mortgage

<PAGE>

Loans, and 0.375%, with respect to 4% of the aggregate principal balance of the
Mortgage Loans.

            2. Recognition of the Company.

            From and after the date hereof (the "Securitization Closing Date"),
the Company shall and does hereby recognize that the Assignee will transfer the
Mortgage Loans and assign its rights under the Servicing Agreement (solely to
the extent set forth herein) and this Agreement to U.S. Bank National
Association ("U.S. Bank"), as trustee (including its successors in interest and
any successor trustees under the Trust Agreement, the "Trustee"), of the GSAA
Home Equity Trust 2006-19 (the "Trust") created pursuant to a Master Servicing
and Trust Agreement, dated as of November 1, 2006 (the "Trust Agreement"),
among the Assignee, the Trustee, U.S. Bank National Association, as a
custodian, Deutsche Bank National Trust Company, as a custodian, The Bank of
New York, as a custodian and Wells Fargo Bank, National Association, as master
servicer (including its successors in interest and any successor servicer under
the Trust Agreement, in such capacity, the "Master Servicer") and securities
administrator.

            The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust will be the owner of the Mortgage Loans and the
Company will be the servicer of the Mortgage Loans on or after the applicable
Transfer Date pursuant to the terms set forth in the Servicing Agreement as
modified hereby, (ii) the Company shall look solely to the Trust (including the
Trustee and the Master Servicer acting on the Trust's behalf) for performance
of any obligations of the Assignor under the Mortgage Loans and the Servicing
Agreement (solely insofar as it relates to the Mortgage Loans) (except for such
obligations of the Assignor retained by the Assignor hereunder), (iii) the
Trust (including the Trustee and the Master Servicer acting on the Trust's
behalf) shall have all the rights and remedies available to the Assignor,
insofar as they relate to (A) the Mortgage Loans, under the applicable purchase
agreement pursuant to which the Owner purchased the related Mortgage Loans from
the related Seller, including, without limitation, the enforcement of the
document delivery requirements set forth in Section 5(b) of the related
purchase agreement and (B) the Servicing Agreement and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, including without limitation, the remedies for breaches
of representations and warranties set forth in Article IX of the Servicing
Agreement (except for the rights and remedies retained by the Assignor
hereunder), (iv) all references to the Owner under the Servicing Agreement
insofar as they relate to the Mortgage Loans shall be deemed to refer to the
Trust (except to the extent of the rights and obligations retained by the
Assignor hereunder) (including the Trustee and the Company acting on the
Trust's behalf) and (v) the Mortgage Loans will be part of a REMIC, and the
Company shall service the Mortgage Loans and any real property acquired upon
default thereof (including, without limitation, making or permitting any
modification, waiver or amendment of any term of any Mortgage Loan) after the
applicable Transfer Date in accordance with the Servicing Agreement but in no
event in a manner that would (A) cause the REMIC to fail to qualify as a REMIC
or (B) result in the imposition of a tax upon the REMIC (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code, the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code, and the tax on "net income from foreclosure property" as set forth
in Section 860G(c) of the Code). Neither the Company nor the Assignor shall
amend or agree to amend, modify, waive, or otherwise alter any of the terms or
provisions of the Servicing Agreement which amendment, modification, waiver


                                       3
<PAGE>

or other alteration would in any way affect the Mortgage Loans or the Company's
performance under the Servicing Agreement with respect to the Mortgage Loans
without the prior written consent of the Master Servicer.

            3. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Company and the Assignor hereby amend the
Servicing Agreement as follows:

            (a) The definition of "Servicing Fee Rate" set forth in Article I
      shall be deleted in its entirety and replaced with the following:


            "Servicing Fee Rate: With respect to 96% of the aggregate principal
balance of the Mortgage Loans 0.25% per annum and with respect to 4% of the
aggregate principal balance of the Mortgage Loans 0.375% per annum."

            (b) the second paragraph of Section 2.01 shall be deleted and
      replaced as follows:

            "Subject only to the Accepted Servicing Practices and the terms of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary
or desirable. Without limiting the generality of the foregoing, the Servicer in
its own name or in the name of the Owner, is hereby authorized and empowered by
the Owner when the Servicer believes it appropriate in its best judgment in
accordance with Accepted Servicing Practices, to execute and deliver any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed in lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, in the name of the Servicer on behalf of the Owner and without
reference to the Owner except as otherwise required by law. The Owner shall
execute, at the written request of the Servicer, and furnish to the Servicer
such documents as are necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties hereunder, and the Owner hereby
grants to the Servicer, and this Agreement shall constitute, a power of
attorney to carry out such duties including a power of attorney to take title
to Mortgaged Properties after foreclosure on, in the name of the Servicer on
behalf of the Owner and without reference to the Owner except as otherwise
required by law. Except as otherwise provided herein, the Owner shall not be
liable for the actions of the Servicer under such powers of attorney.

            Notwithstanding anything in this Agreement to the contrary, the
Servicer shall not (i) permit any modification with respect to any Mortgage
Loan that would change the Mortgage Interest Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (except for
(A) a reduction of interest or principal payments resulting from the
application of the Servicemembers Civil Relief Act or any similar state
statutes or (B) as provided in Section 2.03, if the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the


                                       4
<PAGE>

judgment of the Servicer, reasonably foreseeable) or (ii) except as provided in
Section 2.03, waive any prepayment penalty or premium."

            (c) Section 2.03 shall be deleted and replaced as follows:

            "The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans and shall, to
the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any applicable insurance policies insuring the Mortgage
Loan or the related Mortgaged Property, follow such collection procedures as it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and held for its own account. Consistent with the foregoing and Accepted
Servicing Practices, the Servicer may (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the Due Dates for the Monthly
Payments due on a Mortgage Note for a period of not greater than 180 days;
provided, that any extension pursuant to clause (ii) above shall not affect the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below. In the event of any such arrangement
pursuant to clause (ii) above, the Servicer shall make Monthly Advances on such
Mortgage Loan during such extension pursuant to Section 3.04 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements; provided that the Servicer shall not be
obligated to make Monthly Advances which the Servicer determines to be
Nonrecoverable Advances. Notwithstanding the foregoing, in the event that any
Mortgage Loan is in default or, in the judgment of the Servicer, such default
is reasonably foreseeable, the Servicer, consistent with the Accepted Servicing
Practices, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Interest Rate, forgive
the payment of principal or interest, extend the final maturity date of such
Mortgage Loan or waive, in whole or in part, a prepayment penalty or premium),
accept payment from the related Mortgagor of an amount less than the
outstanding principal balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or
otherwise grant indulgence to any Mortgagor (any and all such waivers,
modifications, variances, forgiveness of principal or interest, postponements,
or indulgences collectively referred to herein as "Forbearance"). The
Servicer's analysis supporting any Forbearance and the conclusion that any
Forbearance meets the Accepted Servicing Practices shall be reflected in
writing in the Servicing File. Notwithstanding the foregoing, a Servicer may
waive, in whole or in part, a prepayment penalty or premium only under the
following circumstances: (i) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into account the value of such
prepayment penalty or premium and the related Mortgage Loan, (ii) such
prepayment penalty or premium is not permitted to be collected by applicable
federal, state or local law or regulation, (iii) the collection of such
prepayment penalty or premium would be considered "predatory" pursuant to
written guidance published or issued by any applicable fede