GSAA HOME EQUITY TRUST 2006-17



                            ASSET-BACKED CERTIFICATES



                                 SERIES 2006-17





                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



                                      among



                          GS MORTGAGE SECURITIES CORP.,

                                   as Assignor



                DEUTSCHE BANK NATIONAL TRUST COMPANY, AS TRUSTEE

                                   as Assignee



                          COUNTRYWIDE HOME LOANS, INC.,

                                 as Countrywide



                                       and



                      COUNTRYWIDE HOME LOANS SERVICING LP,

                                   as Servicer



                             and as acknowledged by



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                               as Master Servicer



                                   Dated as of



                                October 30, 2006





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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 30th day

of October, 2006 (this "Assignment Agreement"), among Countrywide Home Loans

Servicing LP, (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"),

Deutsche Bank National Trust Company, not in its individual capacity but solely

as trustee ("Trustee") on behalf of GSAA Home Equity Trust 2006-17 (the

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

"Assignor" or "Depositor"), and as acknowledged by Wells Fargo Bank, National

Association ("Wells Fargo"), as master servicer (in such capacity, the "Master

Servicer").



            WHEREAS, Goldman Sachs Mortgage Company ("GSMC") and the Servicer

have entered into the Servicing Agreement, dated as of July 1, 2004 (the

"Servicing Agreement") as amended by that certain Amendment Reg AB, dated as of

January 1, 2006 ("Amendment Reg AB" and, together with the Servicing Agreement,

the "Servicing Agreement"), and GSMC and Countrywide have entered into the

Master Mortgage Loan Purchase Agreement, dated as of July 1, 2004 as amended by

that Amendment Reg AB (as amended, the "Sale Agreement"), pursuant to which

Countrywide sold to GSMC certain mortgage loans listed on the mortgage loan

schedule attached to the related Purchase Confirmation (as defined in the Sale

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 and Sale Agreement, to the Assignor pursuant to an

Assignment, Assumption and Recognition Agreement, dated as of October 30, 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 September 1, 2006 (the "Trust Agreement"), among the Depositor, the

Trustee, Deutsche Bank National Trust Company, as a custodian, The Bank of New

York, as a custodian, U.S. Bank National Association, as a custodian and Wells

Fargo Bank, National Association, as Master Servicer and securities

administrator, the Assignor will transfer the Mortgage Loans to the Assignee,

together with the Assignor's rights and obligations under the Servicing

Agreement and the Sale 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 and obligations of GSMC under the Servicing Agreement and

the Sale Agreement to the extent assigned to the



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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 and the Sale Agreement, to the extent relating to the

Mortgage Loans that arise from and after October 30, 2006, and the Servicer

hereby acknowledges such assignment and assumption and hereby agrees to the

release of the Assignor from any obligations that arise under the Servicing

Agreement from and after October 30, 2006, to the extent relating to the

Mortgage Loans and Countrywide hereby acknowledges such assignment and

assumption and hereby agrees to the release of the Assignor from any obligations

under the Sale Agreement that arise from and after October 30, 2006, 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 respective dates

of the Servicing Agreement and the Sale 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 to the

extent permitted by the Servicing Agreement; provided, however, that such

amendment, modification or termination shall not affect or be binding on the

Assignee.



            (d) Countrywide 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 to the extent

permitted by the Servicing Agreement; provided, however, that such amendment,

modification or termination shall not affect or be binding on the Assignee.



            2. Accuracy of the Servicing Agreement and the Sale Agreement. (a)

The Assignor represents and warrants to the Assignee that attached hereto as

Exhibit 2 is a true, accurate and complete copy of the Servicing Agreement. The

Servicer and the Assignor represent and warrant to the Assignee that (i) the

Servicing Agreement is in full force and effect as of the date hereof, (ii) the

Servicing Agreement has not been amended or modified in any respect, except as

contemplated herein or as previously disclosed in the GSMC Assignment Agreement

and (iii) no notice of termination has been given to the Servicer under the

Servicing Agreement. The Servicer, in its capacity as servicer under the

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