ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                    Exhibit 99.3

                                                                  EXECUTION COPY
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                         GSAA HOME EQUITY TRUST 2006-17

                            ASSET-BACKED CERTIFICATES

                                 SERIES 2006-17


                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


                                      among


                         GOLDMAN SACHS MORTGAGE COMPANY,
                                   as Assignor


                          GS MORTGAGE SECURITIES CORP.,
                                    as Assignee


                          COUNTRYWIDE HOME LOANS, INC.,
                                 as Countrywide


                                       and


                      COUNTRYWIDE HOME LOANS SERVICING LP,
                                    as Servicer


                                   Dated as of

                                October 30, 2006




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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

            ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Assignment
Agreement") made this 30th day of October, 2006, among Countrywide Home Loans
Servicing LP, (the "Servicer"), Countrywide Home Loans, Inc. ("Countrywide"), GS
Mortgage   Securities   Corp.,   as assignee   (the   "Assignee")   and Goldman   Sachs
Mortgage Company, as assignor (the "Assignor").

            WHEREAS, the Assignor and the Servicer have entered into the
Servicing Agreement, dated as of July 1, 2004, 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 the Assignor and
Countrywide have entered into the Master Mortgage Loan Purchase Agreement, dated
as of July 1, 2004, as amended by that certain Amendment Reg AB (as amended, the
"Sale Agreement") pursuant to which Countrywide sold to the Assignor certain
mortgage loans listed on the mortgage loan schedule attached to the related
Purchase Confirmation (as defined in the Sale Agreement);

            WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor certain of the mortgage loans (the "Mortgage Loans"),
which are subject to the provisions of the Servicing Agreement and Sale
Agreement and 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 GS Mortgage Securities
Corp., as depositor, Deutsche Bank National Trust Company, as trustee (the
"Trustee") and 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 (in such capacity, the "Master Servicer"), and securities
administrator, the Assignee will transfer the Mortgage Loans to the Trustee,
together with the Assignee's rights and obligations under the Servicing
Agreement, to the extent relating to the Mortgage Loans (other than the rights
of the Assignor (and if applicable its affiliates, officers, directors and
agents) 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 all rights and obligations of the Assignor under the
Servicing Agreement and the Sale Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor (and if applicable its
affiliates, officers, directors and agents) to indemnification thereunder) 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, 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 from and after October 30, 2006, to the extent relating to the
Mortgage Loans and Countrywide hereby acknowledges such assignment and
assumption and hereby

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agrees to the release of the Assignor from any obligations under 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 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. Modification of the Servicing Agreement. Only in so far as it
relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the
Servicing Agreement as follows:

            (a) the definition of "Business Day" in Section 1 shall be amended
by deleting the definition in its entirety and replacing it with the following:

            "Business Day: Any day other than (i) a Saturday or Sunday, or (ii)
a day on which banking or savings and loan institutions in the States of
California, Maryland, Minnesota, Texas or New York are authorized or obligated
by law or executive order to be closed."

             (b) Section 3.13(b) shall be amended by deleting the second
paragraph thereof and replacing it with the following:

            "The Company shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within three years after title has been taken to such REO Property, not later
than the end of the third taxable year after the year of its acquisition unless
(i) (A) a REMIC election has not been made with respect to the arrangement under
which the Mortgage Loans and the REO Property are held, (ii) the Company obtains
an extension from the Internal Revenue Service and (iii) the Company determines,
and gives an appropriate notice to the Owner to such effect, that a longer
period is necessary for the orderly liquidation of such REO Property. If a
period longer than three years is permitted under the foregoing sentence and is
necessary to sell any REO Property, (i) the Company shall report monthly to the
Owner as to the progress being made in selling such REO Property and (ii) if,
with the written consent of the Owner, a purchase money mortgage is taken in
connection with such sale, such purchase money mortgage shall name the Servicer
as mortgagee, and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate


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participation agreement among the Company and Owner shall be entered into with
respect to such purchase money mortgage."

            (c) Section 7.1 shall be amended as follows:

            (i) Subsection (ii) of Section 7.1 shall be deleted in its entirety
      and replaced with the following:

            "failure by the Company duly to observe or perform in any material
respect any of the covenants or agreements on the part of the Company set forth
in this Agreement (other than those listed in subsection (i) and subsection (ix)
of this Section 7.1) which continues unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Company; or"

            (ii) Subsection (vii) of Section 7.1 shall be amended by deleting
      the "." at the end of subsection (vii) and replacing it with "; or"

            (iii) Subsection (viii) of Section 7.1 shall be amended by deleting
      the "." at the end of subsection (viii) and replacing it with "; or"

            (iv) A new subsection (ix) shall be added immediately following
      subsection (viii) which shall be as follows:

            "failure by the Company duly to observe or perform in any material
respect any of the covenants or agreements on the part of the Company set forth
in Section 5.6 of this Agreement which continues unremedied for a period of 10
days after the date on which written notice of such failure, requiring the same
to be remedied shall have been given to the Company."

            (d) Section 9.1(b) shall be amended by deleting it in its entirety
and replacing it with the following:

            "The Company shall deliver to the successor (i) the funds in the
Custodial Account and the Escrow Account to which the Owner is entitled pursuant
to the terms of this Agreement, (ii) all other funds to which the Owner is
entitled pursuant to the terms of this Agreement and (iii) all other amounts
which may thereafter be received with respect to the Mortgage Loans and to which
the Company is not entitled pursuant to the terms of this Agreement within two
Business Days of notice of the appointment of such successor. The Company shall
deliver to the successor all Collateral Files and Servicing Files and related
documents and statements held by it hereunder within thirty calendar days of
receipt of notice of the appointment of such successor. The Company shall
account for all funds and shall execute and deliver such instruments and do such
other things as may reasonably be required to more fully and definitively vest
in the successor all such rights, powers, duties, responsibilities, obligations
and liabilities of the Company."

            (e) Section 2(c)(iv) of that certain Amendment Reg AB shall be
amended by deleting it in its entirety and replacing it with the following:


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            "For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company
shall (or shall cause each Subservicer and, if applicable, any Third-Party
Originator to) (a) provide prompt notice to the Purchaser, any Master Servicer
and any Depositor in writing of (1) any merger, consolidation or sale of
substantially all of the assets of the Company, (2) the Company's entry into an
agreement with a Subservicer to perform or assist in the performance of any of
the Company's obligations under the Agreement or any Reconstitution Agreement
that qualifies as an "entry into a material definitive agreement" under Item
1.01 of the form 8-K, (3) any Event of Default under the terms of the Agreement
or any Reconstitution Agreement to the extent not known by such Purchaser,
Master Servicer or Depositor, and (4) any material litigation or governmental
proceedings involving the Company, any Subservicer or any Third Party
Originator."

            (f) A new Section 2(c)(vi) shall be added to that certain Amendment
Reg AB as follows:

            "The Company shall provide to the Purchaser and any Depositor a
description of any affiliation or relationship required to be disclosed under
Item 1119 between the Company and any of the parties listed in Items 1119
(a)(1)-(6) of Regulation AB that develops following the closing date of a
Securitization Transaction (other than an affiliation or relationship that the
Purchaser, the Depositor or the issuing entity is required to disclose under
Item 1119 of Regulation AB) no later than 15 calendar days prior to the date the
Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, the Company (1) shall be entitled
to assume that the parties to the Securitization Transaction with whom
affiliations or relations must be disclosed are the same as on the closing date
if it provides a written request (which may be by e-mail) to the Depositor or
Master Servicer, as applicable, requesting such confirmation and either obtains
such confirmation or receives no response within three (3) Business Days, (2)
shall not be obligated to disclose any affiliations or relationships that may
develop after the closing date for the Securitization Transaction with any
parties not identified to the Company pursuant to clause (D) of paragraph (i) of
this Section 2(c), and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor, the Purchaser or any master
servicer."

             (g) A new section 6 shall be added immediately following section 5
of that certain Amendment Reg AB which shall be as follows:

            "6. Wells Fargo Bank, National Association, as master servicer under
the Master Servicing and Trust Agreement, dated as of October 1, 2006, among GS
Mortgage Securities Corp., Deutsche Bank National Trust Company, as trustee and
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 and securities administrator, shall be considered a third-party
beneficiary to Sections 2(d), 2(e) and 2(g) of this Amendment Reg AB (solely
with respect to noncompliance under Sections 2(d) and 2(e) of this Amendment Reg
AB), entitled to all the rights and benefits thereof as if it were a direct
party to the Amendment Reg AB."

            (h) Exhibit B of that certain Amendment Reg AB shall be deleted in
its entirety and be replaced with a new "Exhibit B" which shall be as set forth
in Exhibit 3 attached to this Assignment Agreement.




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            3. 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)
except as set forth in this Assignment Agreement, the Servicing Agreement has
not been amended or modified in any respect 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 Servicing Agreement, further represents and
warrants that the representations and warranties contained in Section 2.1 of the
Servicing Agreement are true and correct in all material respects as of the
Closing Date (as such term is defined in the Servicing Agreement).

            (b) Countrywide and the Assignor represent and warrant to the
Assignee (i) the Sale Agreement is in full force and effect as of the date
hereof, (ii) the Sale Agreement has not been amended or modified in any respect
except as contemplated herein and (iii) no notice of termination has been given
to Countrywide under the Sale Agreement. Countrywide, in its capacity as seller
under the Sale Agreement, further represents and warrants that the
representations and warranties contained in Section 3.01 of the Sale Agreement
are true and correct in all material respects as of the Closing Date (as such
term is defined in the Sale Agreement).

            4. Recognition of Assignee. From and after the date hereof or until
the Assignee no longer owns the Mortgage Loans, 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,
Countrywide and Assignee that the Sale Agreement shall be binding upon and inure
to the benefit of Countrywide and the Assignee and their successors and assigns.

            5. Representations and Warranties of the Assignee. The Assignee
hereby represents and warrants to the Assignor, Countrywide and the Servicer 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
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor, Countrywide or
the Servicer other than those contained in the Sale Agreement, the Servicing
Agreement or this Assignment Agreement.

            (b) Authority. The Assignee hereto represents and warrants that it
is duly and legally authorized to enter into this Assignment Agreement and to
perform its obligations hereunder and under the Servicing Agreement and Sale
Agreement.

            (c) Enforceability. The Assignee hereto represents and warrants that
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



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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).

            6. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee, Countrywide, and the Servicer as
follows:

            (a) Organization. The Assignor has been duly organized and is
validly existing as a limited partnership in good standing under the laws of the
State of New York with full power and authority (corporate and other) to enter
into and perform its obligations under the Servicing Agreement, the Sale
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.

            7. Additional Representations and Warranties of the Assignor With
Respect to the Mortgage Loans. The Assignor hereby represents and warrants to
the Assignee as follows:


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            (a) Prior Assignments; Pledges. Except for the sale to the Assignee,
the Assignor has not a