EXECUTION COPY
--------------
Exhibit 99.10
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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
among
GS MORTGAGE SECURITIES CORP.,
as Assignor
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE,
as Assignee
and
SUNTRUST MORTGAGE, INC.,
as Servicer
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 SunTrust
Mortgage,
Inc., a Virginia corporation (the "Servicer"), U.S. Bank National
Association,
not in its individual capacity but solely as trustee (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
(the "Master Servicer").
WHEREAS, Goldman Sachs Mortgage Company ("GSMC") and the
Servicer
have entered into the Amended and Restated Flow Seller's Warranties
and
Servicing Agreement, dated as of December 1, 2005, as amended by
Amendment No.
1 to the Amended and Restated Flow Seller's Warranties and
Servicing
Agreement, dated as of July 1, 2006 (the "Servicing Agreement"),
pursuant to
which the Servicer sold to GSMC certain mortgage loans listed on
the mortgage
loan schedule attached as an exhibit to the Servicing
Agreement;
WHEREAS, GSMC has assigned and conveyed certain mortgage loans
(the "Mortgage Loans"), which Mortgage Loans are subject to the
provisions of
the Servicing 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, 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 (in
such
capacity, the "Master Servicer") and as securities administrator,
the Assignor
will transfer the Mortgage Loans to the Assignee, together with the
Assignor's
rights under the Servicing 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 Servicing 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
Servicing
Agreement, to the extent relating to the Mortgage Loans from and
after the
date hereof. The
<PAGE>
Servicer hereby acknowledges such assignment and assumption and
hereby agrees
to the release of the Assignor from any obligations under the
Servicing
Agreement from and after the date hereof, 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 operate to impair or
encumber
the Assignor's ownership interest in the Mortgage Loans since the
date of the
Servicing Agreement.
(c) The Servicer and the Assignor shall have the right to
amend,
modify or terminate the Servicing 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 Servicing Agreement. The Servicer 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 Servicing Agreement, (ii)
the
Servicing Agreement is in full force and effect as of the date
hereof, (iii)
the Servicing Agreement has not been amended or modified in any
respect as to
the Mortgage Loans and (iv) no notice of termination has been given
to the
Servicer under the Servicing Agreement. The Servicer, in its
capacity as
seller and/or servicer under the Servicing Agreement further
represents and
warrants that the representations and warranties contained in
Section 3.1 of
the Servicing Agreement are true and correct as of the date hereof,
and the
representations and warranties regarding the Mortgage Loans
contained in
Section 3.2 of the Servicing Agreement were true and correct as of
the Closing
Date (as such term is defined in the Servicing Agreement).
3. Recognition of Assignee.
(a) From and after the date hereof, both the Assignor and the
Servicer shall note the transfer of the Mortgage Loans to the
Assignee in
their respective books and records, and shall recognize the
Assignee as the
owner of the Mortgage Loans, and the Servicer, notwithstanding
anything herein
to the contrary, shall service all of the Mortgage Loans for the
benefit of
the Assignee pursuant to the Servicing Agreement the terms of which
are
incorporated herein by reference. It is the intention of the
Assignor,
Servicer and Assignee that the Servicing Agreement shall be binding
upon and
inure to the benefit of the Servicer and the Assignee and their
successors and
assigns as to the Mortgage Loans.
(b) The Servicer further acknowledges that, from and after the
date hereof, it (and any of its successors under the Servicing
Agreement) will
be subject to the supervision of the Master Servicer and that the
Master
Servicer, acting on behalf of the Assignee as the owner of the
Mortgage Loans,
shall have the same rights as were assigned by GSMC, in its
capacity as the
original "Purchaser" under the Servicing Agreement, to the Assignor
under the
GSMC Assignment Agreement, and further assigned hereunder by the
Assignor to
the Assignee.
(c) All reports and other data as to the Mortgage Loans
required
to be delivered by the Servicer to the "Purchaser" under the
Servicing
Agreement shall be delivered to the Master Servicer at the address
set forth
in Section 10 hereof. All remittances required to be
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<PAGE>
made to the Trustee, as the successor in interest to the Assignor
under the
Servicing Agreement, shall be made instead to the Master Servicer
by wire
transfer to the following account:
Wells Fargo Bank, National Association
ABA #: 121000248
For credit to: SAS Clearing
Acct #: 3970771416
FFC to: GSAA 2006-19 Acct # 50954900
(d) Monthly Reporting
Notwithstanding anything to the contrary in the Servicing
Agreement, with respect to the Mortgage Loans, not later than the
tenth (10th)
calendar day of each month (or if such tenth calendar day is not a
Business
Day, the immediately succeeding Business Day), the Servicer shall
furnish to
the Master Servicer (i) (a) monthly loan data in the format set
forth in
Exhibit 3 hereto (or in such other format mutually agreed-upon
between the
Servicer and the Master Servicer), (b) default loan data in the
format set
forth in Exhibit 4 hereto (or in such other format mutually
agreed-upon
between the Servicer and the Master Servicer) and (c) information
regarding
realized losses and gains in the format set forth in Exhibit 5
hereto (or in
such other format mutually agreed-upon between the Servicer and the
Master
Servicer), in each case relating to the period ending on the last
day of the
preceding calendar month, (ii) all such information required
pursuant to
clause (i)(a) above on a magnetic tape, electronic mail, or other
similar
media reasonably acceptable to the Master Servicer and (iii) all
supporting
documentation with respect to the information required under the
preceding
paragraph.
4. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor and the Servicer as
follows:
(a) Decision to Purchase. The Assignee 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 Servicer other than those
contained in
the Servicing Agreement or this Assignment Agreement.
(b) Authority. The Assignee is duly and legally authorized to
enter into this Assignment Agreement and to perform its obligations
hereunder
and under the Servicing Agreement.
(c) Enforceability. 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 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).
-3-
<PAGE>
5. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee and the Servicer as
follows:
(a) Organization. The Assignor has been duly organized and is
validly existing as a corporation in good standing under the laws
of the State
of Delaware with full power and authority (corporate and other) to
enter into
and perform its obligations under the Servicing 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 perform
its obligations under this Assignment Agreement.
It
is understood and agreed that the representations and
warranties set forth in this Section 5 shall survive delivery of
the
respective Mortgage Loan documents to the Assignee or its designee
and shall
inure to the benefit of the Assignee and its assigns
notwithstanding any
restrictive or qualified endorsement or assignment. Upon the
discovery by the
Assignor or the Assignee and its assigns of a breach of the
foregoing
representations and warranties, the party discovering such breach
shall give
prompt written notice to the other parties to this Assignment
-4-
<PAGE>
Agreement, and in no event later than two (2) Business Days from
the date of
such discovery. It is understood and agreed that the obligations of
the
Assignor set forth in Section 6 to repurchase a Mortgage Loan
constitute the
sole remedies available to the Assignee and its assigns on their
behalf
respecting a breach of the representations and warranties contained
in this
Section 5.
It is understood and agreed that, with respect to the Mortgage
Loans, the Assignor has made no representations or warranties to
the Assignee
other than those contained in this Section 5, and no other
affiliate of the
Assignor has made any representations or warranties of any kind to
the
Assignee.
6. Repurchase of Mortgage Loans. Upon discovery or notice of
any
breach by the Assignor of any representation, warranty or covenant
under this
Assignment Agreement that materially and adversely affects the
value of any
Mortgage Loan or the interest of the Assignee therein (it being
understood
that any such defect or breach shall be deemed to have materially
and
adversely affected the value of the related Mortgage Loan or the
interest of
the Assignee therein if the Assignee incurs a loss as a result of
such defect
or breach), the Assignee promptly shall request that the Assignor
cure such
breach and, if the Assignor does not cure such breach in all
material respects
within sixty (60) days from the date on which it is notified of the
breach,
the Assignee may enforce the Assignor's obligation hereunder to
purchase such
Mortgage Loan from the Assignee at the Repurchase Price as defined
in the
Servicing Agreement. Notwithstanding the foregoing, however, if
such breach is
a Qualification Defect as defined in the Servicing Agreement, such
cure or
repurchase must take place within seventy-five (75) days after the
defect is
discovered.
In the event the Servicer has breached a representation or
warranty under the Servicing Agreement that is substantially
identical to, or
covers the same matters as, a representation or warranty breached
by the
Assignor hereunder, the Assignee shall first proceed against the
Servicer to
cure such breach or repurchase the affected Mortgage Loan from the
Assignee.
If the Servicer does not within sixty (60) days after notification
of the
breach, take steps to cure such breach (which may include
certifying to
progress made and requesting an extension of the time to cure such
breach, as
permitted under the Servicing Agreement) or repurchase such
Mortgage Loan, the
Assignee shall be entitled to enforce the obligations of the
Assignor
hereunder to cure such breach or to repurchase such Mortgage Loan
from the
Trust. In such event, the Assignor shall succeed to the rights of
the Assignee
to enforce the obligations of the Servicer to cure such breach or
repurchase
such Mortgage Loan under the terms of the Servicing Agreement with
respect to
such Mortgage Loan. In the event of a repurchase of any Mortgage
Loan by the
Assignor, the Trustee shall promptly deliver to the Assignor or its
designee
the related Mortgage File and shall assign to the Assignor all of
the
Assignee's rights under the Servicing Agreement, but only insofar
as the
Servicing Agreement relates to such Mortgage Loan.
Except as specifically set forth herein, the Assignee shall
have
no responsibility to enforce any provision of this Assignment
Agreement, to
oversee compliance hereof, or to take notice of any breach or
default thereof.
-5-
<PAGE>
7. Termination; Optional Clean-Up Call.
In connection with the Trust Agreement, the Master Servicer
hereby
agrees to the following obligations described below. For purposes
of this
Section 7 only, any capitalized term used but not defined in this
Assignment
Agreement has the same meaning assigned thereto in the Trust
Agreement.
In the event that a Person specified in Section 11.01 of the
Trust
Agreement chooses to exercise its option set forth therein to
purchase the
Mortgage Loans and REO Properties or to conduct an Auction Call for
such
property of the Trust Fund, as the case may be, by no later than
the 10th day
of the month of the final distribution, such Person shall notify
the
Depositor, the Trustee and the Securities Administrator of the
final
Distribution Date and of the applicable purchase or sale price of
the Mortgage
Loans and REO Properties determined and in the manner as provided
in the Trust
Agreement.
In the event the Mortgage Loans and REO Properties are
purchased
or sold pursuant to Section 11.01 of the Trust Agreement, the
Master Servicer
shall remit to the Securities Administrator the applicable
Termination Price
on the Remittance Date immediately preceding the applicable final
Distribution
Date. Upon such final deposit with respect to the Trust Fund and
the receipt
by the Securities Administrator and the Custodians of a Request for
Release
therefor, the Master Servicer shall direct the Custodians to
release to the
Master Servicer or its designee the Custodial Files for the
Mortgage Loans.
8. Continuing Effect. Except as contemplated hereby, the
Servicing
Agreement shall remain in full force and effect in accordance with
their
respective terms.
9. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF
LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS
ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS
EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION
IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT
AGREEMENT.
10. Notices. Any notices or other communications permitted or
required hereunder or under the Servicing Agreement shall be in
writing and
shall be deemed conclusively to have been given if personally
delivered at or
mailed by registered mail, postage
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<PAGE>
prepaid, and return receipt requested or transmitted by telex,
telegraph or
telecopier and confirmed by a similar mailed writing, to:
(a) in the case of the Servicer,
SunTrust Mortgage, Inc.
1001 Semmes Avenue, 2nd Floor
Richmond, VA 23224
Attention: Annette Holman-Foreman
Telephone (804) 291-0262
Facsimile: (804) 291-0950
or such other address as may hereafter be furnished by the
Servicer;
(b) in the case of the Master Servicer,
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland 21046
Attention: Corporate
Trust Services, GSAA 2006-19
or in the case of overnight deliveries:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate
Trust Services, GSAA 2006-19
or such other address as may hereafter be furnished by the Master
Servicer;
(c) in the case of the Trustee or the Assignee,
U.S. Bank National Association
100 Wall Street, 16th Floor
New York, New York 10005
Attention: GSAA Home Equity Trust 2006-19
Tel: (212) 361-4401
or such other address as may hereafter be furnished by the Trustee
or the
Assignee, and
(d) in the case of the Assignor,
GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004
Attention: Chris
Gething
Tel.: (212) 902-1434
Fax: (212)
256-5107
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<PAGE>
or such other address as may hereafter be furnished by the
Assignor.
11. Counterparts. This Assignment Agreement may be executed in
counterparts, each of which when so executed shall be deemed to be
an original
and all of which when taken together shall constitute one and the
same
instrument.
12. Definitions. Any capitalized term used but not defined in
this
Assignment Agreement has the meaning assigned thereto in the
Servicing
Agreement.
13. Trustee Capacity. It is expressly understood and agreed by
the
parties hereto that (i) this Assignment Agreement is executed and
delivered by
U.S. Bank National Association, not individually or personally but
solely on
behalf of GSAA Home Equity Trust 2006-19, as the Assignee, in the
exercise of
the powers and authority conferred and vested in it, (ii) each of
the
representations, undertakings and agreements by U.S. Bank National
Association
is made and intended for the purpose of binding only the GSAA Home
Equity
Trust 2006-19, (iii) nothing herein contained shall be construed as
creating
any liability for U.S. Bank National Association, individually or
personally,
to perform any covenant (either express or implied) contained
herein, and all
such liability, if any, is hereby expressly waived by the parties
hereto, and
such waiver shall bind any third party making a claim by or through
one of the
parties hereto, and (iv) under no circumstances shall U.S. Bank
National
Association be personally liable for the payment of any
indebtedness or
expenses of the GSAA Home Equity Trust 2006-19, or be liable for
the breach or
failure of any obligation, representation, warranty or covenant
made or
undertaken by the GSAA Home Equity Trust 2006-19 under this
Assignment
Agreement, the Trust Agreement or any related document.
14. Third Party Beneficiary. The parties agree that the Master
Servicer is intended to be, and shall have the rights of, a third
party
beneficiary of this Assignment Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement the day and year first above written.
GS MORTGAGE SECURITIES CORP., as Assignor
By: /s/ Michelle Gill
------------------------------------------
Name: Michelle
Gill
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, not
in its individual capacity but solely as
Trustee
By: /s/ Patricia O'Neill
------------------------------------------
Name: Patricia
O'Neill
Title: Vice President
SUNTRUST MORTGAGE, INC., as Servicer
By: /s/ Annette Holman-Foreman
------------------------------------------
Name: Annette
Holman-Foreman
Title: Vice President
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ Patricia M. Russo
---------------------------------
Name:
Patricia M. Russo
Title:
Vice President
SunTrust Step 2 AAR
<PAGE>
EXHIBIT 1
Mortgage Loan Schedule
----------------------
[On File with
the Securities Administrator as provided by the Depositor]
1-1
<PAGE>
EXHIBIT 2
Servicing Agreement
-------------------
[On File with the Depositor]
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 3
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------
------- --------------------------------------- -----
Max
Column Name
Description
Decimal Format Comment
Size
----------------------
------------------------------------------------------ -------
--------------------------------------- -----
<S>
<C>
<C>
<C>
<C>
SER_INVESTOR_NBR A
value assigned by the Servicer to define a group
Text up to 10 digits
20
of loans.
----------------------
------------------------------------------------------ -------
--------------------------------------- -----
LOAN_NBR
A unique identifier assigned to each loan by the
Text up to 10 digits
10
investor.
----------------------
------------------------------------------------------ -------
--------------------------------------- -----
SERVICER_LOAN_NBR A unique
number assigned to a loan by the
Text up to 10 digits
10
Servicer. This may be different than the
LOAN_NBR.
----------------------
------------------------------------------------------ -------
--------------------------------------- -----
BORROWER_NAME
The borrower name as received in the file. It is not
Maximum length of 30 (Last, First)
30
separated by first and last name.
----------------------
------------------------------------------------------ -------
--------------------------------------- -----
SCHED_PAY_AMT
Scheduled monthl
