ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT





                                     among





                         GS MORTGAGE SECURITIES CORP.,

                                  as Assignor





               DEUTSCHE BANK NATIONAL TRUST COMPANY, 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



                               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 SunTrust

Mortgage, Inc., a Virginia corporation (the "Servicer"), Deutsche Bank

National Trust Company, not in its individual capacity but solely as trustee

(the "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,

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 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, U.S. Bank

National Association, 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





                                     -2-

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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 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.

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