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





                                       and





                        GREENPOINT MORTGAGE FUNDING, INC.

                                   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 GreenPoint Mortgage

Funding, Inc., a New York corporation (the "Servicer"), 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 (i) the Servicing Agreement, dated as of November 1, 2005 (the

"Servicing Agreement"), and (ii) the Amended and Restated Master Mortgage Loan

Purchase Agreement, dated as of November 1, 2005 (the "Sale 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 and the 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 October 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 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 of GSMC

under the Servicing Agreement and the Sale 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





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under the Servicing Agreement and the Sale Agreement, to the extent relating to

the Mortgage Loans 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 under the Servicing Agreement and the Sale

Agreement 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 or 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. Accuracy of the Servicing Agreement and the Sale 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) attached hereto as Exhibit 3 is a true, accurate and

complete copy of the Sale Agreement, (iii) each of the Servicing Agreement and

the Sale Agreement is in full force and effect as of the date hereof, (iv)

neither the Servicing Agreement nor the Sale Agreement has been amended or

modified in any respect, except as contemplated herein or pursuant to the GSMC

Assignment Agreement and (v) no notice of termination has been given to the

Servicer under the Servicing Agreement or the Sale Agreement. The Servicer, in

its capacity as seller and/or servicer under each of the Servicing Agreement and

the Sale Agreement, as applicable, further represents and warrants that the

representations and warranties contained in Section 2.1 of the Servicing

Agreement are true and correct as of the Closing Date (as such term is defined

in the Servicing Agreement), and the representations and warranties regarding

the Mortgage Loans contained in Section 3.02 of the Sale Agreement were true and

correct as of the Closing Date (as such term is defined in the Sale Agreement).



            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 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 Assignee 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





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

Assignee. Such rights that Master Servicer may enforce on behalf of the Assignee

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

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 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 2006-17 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 (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 4 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 5

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 6 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:



            (a) Decision to Purchase. The Assignee represents and warrants that

it is a sophisticated investor able to evaluate the risks and merits of the

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