GSAA HOME EQUITY TRUST 2006-19 ASSET-BACKED CERTIFICATES SERIES 2006-19 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement |
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Search Assignment and Assumption Agreement by:
Exhibit 99.15
EXECUTION COPY
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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
AMERIQUEST MORTGAGE COMPANY,
as Ameriquest
Dated as of
November 24, 2006
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment
Agreement") made this 24th day of November, 2006, among GS Mortgage
Securities
Corp., as assignee (the "Assignee"), Goldman Sachs Mortgage
Company, as
assignor (the "Assignor") and Ameriquest Mortgage Company
("Ameriquest").
WHEREAS, the Assignor and Ameriquest have entered into the
Amended
and Restated Flow Mortgage Loan Purchase and Warranties Agreement,
dated as of
June 1, 2005 (the "Sale Agreement"), pursuant to which Ameriquest
sold to the
Assignor certain mortgage loans on a servicing released basis
listed on the
mortgage loan schedule attached as an exhibit to the Master
Servicing and
Trust Agreement (as defined below);
WHEREAS, the Assignee has agreed on certain terms and conditions
to
purchase from the Assignor certain of the mortgage loans (the
"Mortgage
Loans"), which are subject to the provisions of the Sale Agreement
and 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 GS Mortgage
Securities
Corp., as depositor, U.S. Bank National Association, as trustee (in
such
capacity, the "Trustee") and as a custodian, Deutsche Bank National
Trust
Company, as a custodian, The Bank of New York Trust Company, N.A.,
as a
custodian, and Wells Fargo Bank, National Association, as master
servicer (in
such capacity, the "Master Servicer") and securities administrator
(in such
capacity, the "Securities Administrator") the Assignee will
transfer the
Mortgage Loans to the Trustee, together with the Assignee's rights
under the
Sale Agreement, to the extent relating to the Mortgage Loans (other
than the
rights of the Assignor (and if applicable its affiliates, officers,
directors
and agents) 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. 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, the Sale Agreement, to the extent relating
to the
Mortgage Loans (other than the rights of the Assignor (and if
applicable its
affiliates, officers, directors and agents) to indemnification
thereunder),
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
the date hereof, and Ameriquest hereby acknowledges such assignment
and
assumption and hereby agrees to the release of the Assignor from
any
obligations under the Sale Agreement from and after the date
hereof, to the
extent relating to the Mortgage Loans.
(a) 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.
<PAGE>
(b) Ameriquest 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. Modification of the Sale Agreement. Only in so far as it
relates
to the Mortgage Loans, Ameriquest and the Assignor hereby amend the
Sale
Agreement as follows:
(a) a new section, Section 30, will be added immediately
following
Section 29 which shall read as follows:
"SECTION 30. Third Party Beneficiary.
Wells Fargo Bank, National Association as master servicer,
securities administrator and a custodian under the Master Servicing
and Trust
Agreement, dated as of June 1, 2006, among GS Mortgage Securities
Corp.,
Deutsche Bank National Trust Company, JPMorgan Chase Bank,
National
Association and Wells Fargo Bank, National Association, shall be
considered a
third party beneficiary to this Agreement entitled to all of the
rights and
benefits accruing to it as if it were a direct party to this
Agreement."
3. Accuracy of Sale Agreement. Ameriquest 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) the Sale
Agreement has
not been amended or modified in any respect and (iv) to the best of
the
Assignor's knowledge, no notice of termination has been given to
Ameriquest
under the Sale Agreement. Ameriquest represents and warrants that
the
representations and warranties contained in Section 9.01 of the
Sale Agreement
are true and correct as of the Closing Date (as such term is
defined in the
Sale Agreement), and the representations and warranties regarding
the Mortgage
Loans contained in Section 9.02 of the Sale Agreement were true and
correct as
of the Closing Date or Transfer Date, as applicable (as each such
term is
defined in the Sale Agreement).
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 Ameriquest or
the Assignor
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
2
<PAGE>
enforcement may be limited by bankruptcy, insolvency,
reorganization or other
similar laws 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 Assignee as follows:
(a) Organization. The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under
the laws of
the State of New York with full power and authority (corporate and
other) to
enter into and perform its obligations under the Sale Agreement and
this
Assignment Agreement.
(b) Enforceability. This Assignment Agreement has been duly
executed
and delivered by the Assignor, and, assuming due authorization,
execution and
delivery by each of the other parties hereto, constitutes a legal,
valid, and
binding agreement of the Assignor, enforceable against it in
accordance with
its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, or
other similar laws affecting creditors' rights generally and to
general
principles of equity regardless of whether enforcement is sought in
a
proceeding in equity or at law.
(c) No Consent. The execution, delivery and performance by the
Assignor of this Assignment Agreement and the consummation of the
transactions
contemplated hereby do not require the consent or approval of, the
giving of
notice to, the registration with, or the taking of any other action
in respect
of, any state, federal or other governmental authority or agency,
except such
as has been obtained, given, effected or taken prior to the date
hereof.
(d) Authorization; No Breach. The execution and delivery of
this
Assignment Agreement have been duly authorized by all necessary
corporate
action on the part of the Assignor; neither the execution and
delivery by the
Assignor of this Assignment Agreement, nor the consummation by the
Assignor of
the transactions herein contemplated, nor compliance by the
Assignor with the
provisions hereof, will conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the governing documents
of the
Assignor or any law, governmental rule or regulation or any
material judgment,
decree or order binding on the Assignor or any of its properties,
or any of
the provisions of any material indenture, mortgage, deed of trust,
contract or
other instrument to which the Assignor is a party or by which it is
bound.
(e) Actions; Proceedings. There are no actions, suits or
proceedings
pending or, to the knowledge of the Assignor, threatened, before or
by any
court, administrative agency, arbitrator or governmental body (A)
with respect
to any of the transactions contemplated by this Assignment
Agreement or (B)
with respect to any other matter that in the judgment of the
Assignor will be
determined adversely to the Assignor and will, if determined
adversely to the
Assignor, materially adversely affect its ability to






