GSAA HOME EQUITY TRUST 2006-14



                           ASSET-BACKED CERTIFICATES



                                SERIES 2006-14







               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT





                                     among



                         GS MORTGAGE SECURITIES CORP.,



                                  as Assignor



                 LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE



                                  as Assignee



                                      and



                    WELLS FARGO BANK, NATIONAL ASSOCIATION



                                  as Servicer







                            and as acknowledged by







                    WELLS FARGO BANK, NATIONAL ASSOCIATION,

                              as Master Servicer











                                  Dated as of



                                August 25, 2006



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               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment

Agreement") is made this 25th day of August, 2006, among Wells Fargo Bank,

National Association, a national banking association (the "Servicer"), GS

Mortgage Securities Corp., a Delaware corporation (the "Assignor"), and

LaSalle Bank National Association, not in its individual capacity, but solely

as trustee (the "Trustee") on behalf of GSAA Home Equity Trust 2006-14 (the

"Assignee"), 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 Servicer

have entered into (i) the Second Amended and Restated Master Seller's

Warranties and Servicing Agreement, dated as of November 1, 2005, (ii) the

Assignment and Conveyance Agreement (06-W31), dated as of May 19, 2006 and

(iii) the Assignment and Conveyance Agreement (06-W51), dated as of May 30,

2006 (collectively, 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 August 25, 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 A hereto (the "Mortgage Loan

Schedule"); and



            WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated

as of August 1, 2006 (the "Trust Agreement"), among the Depositor, the

Trustee, Deutsche Bank National Trust Company, as a custodian, U.S. Bank

National Association, as a custodian, JPMorgan Chase Bank, National

Association, as a custodian and Wells Fargo Bank, National Association, as

Master Servicer, securities administrator and as a custodian, 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





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Agreement, to the extent relating to the Mortgage Loans from and after the

date hereof; the 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 serve 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 as Exhibit B to the GSMC Assignment Agreement 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)

except as provided under the GSMC Assignment Agreement, the Servicing

Agreement has not been amended or modified in any respect 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 hereto, 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 date of GSMC's purchase of such

Mortgage Loans from the Servicer.



            3. Recognition of Assignee.



            (a) From and after the date hereof, the Servicer 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 and, notwithstanding

anything herein or in the Servicing Agreement 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.



            (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 Trustee as the owner of the Mortgage Loans,

shall have the same rights as were assigned by GSMC, in its capacity as the

original "Owner" under the Servicing Agreement, to the Assignor under the GSMC

Assignment Agreement, and further assigned hereunder by the Assignor to the

Trustee, on behalf of the trust formed pursuant to the Trust Agreement. Such

rights that the Master Servicer may enforce on behalf of the Trustee will

include, without limitation, the right to terminate the Servicer under the





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Servicing Agreement upon the occurrence of an event of default thereunder, the

right to receive all remittances required to be made by the Servicer under the

Servicing Agreement, the right to receive all monthly reports and other data

required to be delivered by the Servicer under the Servicing Agreement and the

right to exercise certain rights of consent and approval relating to actions

taken by the Servicer.



            (c) All reports and other data required to be delivered by the

Servicer to the "Owner" under the Servicing Agreement shall be delivered to

the Master Servicer or the Trustee, as designated by the Trustee, at the

address set forth in Section 10 hereof. All remittances required to be 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 2006-14 Acct # 50940100



            (d) 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 (10th) 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 B 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 C 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 D

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 as follows:

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