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

Assignment and Assumption Agreement

GSAA HOME EQUITY TRUST 2006-19 ASSET-BACKED CERTIFICATES SERIES 2006-19 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT You are currently viewing:
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GSAA HOME EQUITY TRUST 2006-19 | GOLDMAN SACHS MORTGAGE COMPANY | GS MORTGAGE SECURITIES CORP | AMERIQUEST MORTGAGE COMPANY

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Title: GSAA HOME EQUITY TRUST 2006-19 ASSET-BACKED CERTIFICATES SERIES 2006-19 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 12/8/2006

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                                                                 Exhibit 99.15

                                                                EXECUTION COPY




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


                         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


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