ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                    Exhibit 99.4

                                                                  EXECUTION COPY
                                                                  --------------

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                         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
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 that (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 set forth herein or in the GSMC Assignment Agreement 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).




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            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,
Countrywide, the Servicer and Assignee that the Sale Agreement and the Servicing
Agreement shall be binding upon and inure to the benefit of Countrywide, the
Servicer and the Assignee and their successors and assigns, respectively.

            (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 right to enforce the rights of the Owner under the Servicing Agreement which
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. Notwithstanding the foregoing, it is understood that the
Servicer shall not be obligated to defend and indemnify and hold harmless the
Master Servicer, the Assignor and the Assignee against any losses, damages,
penalties, fines, forfeitures, judgments and any related costs including,
without limitation, reasonable and necessary legal fees, resulting from (i)
actions or inactions of the Servicer which were taken or omitted upon the
instruction or direction of the Master Servicer or (ii) the failure of the
Master Servicer to perform the obligations of the Assignee with respect to the
Assignment Agreement or of the "Owner" with respect to the servicing provisions
of the Servicing Agreement as the Master Servicer is required to perform, as
applicable.

            (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 on behalf of the Assignee, at the address set forth in Section
10 hereof. All remittances required to be made to the Assignee, 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) 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 as set forth in Exhibit 3 hereto (or
in such other format mutually agreed-upon between the Servicer and the Master



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Servicer); provided, that the Servicer will not be required to provide
information regarding prepayment penalties to the extent such prepayment
penalties are retained by the Servicer, (b) default loan data as 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 as 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 beginning on the second day of the month immediately preceding and
ending on the first day of the then current 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 reasonably necessary and available with respect to the
information required pursuant to clause (i)(c) above.

            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
transactions contemplated hereby, and that it has not relied in connection
therewith upon any statements or representations of the Assignor, the Servicer
or Countrywide other than those contained in the Servicing Agreement, the Sale
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 the 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
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).

            5. Representations and Warranties of the Assignor. The Assignor
hereby represents and warrants to the Assignee as follows:

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


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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.

            It is understood and agreed that the representations and warranties
set forth in this Section 5 shall survive delivery of the respective mortgage
loan documents to the Assignee or its designee and shall inure to the benefit of
the Assignee and its assigns notwithstanding any restrictive or qualified
endorsement or assignment. Upon the discovery by the Assignor or the Assignee
and its assigns of a breach of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties to this Assignment Agreement, and in no event later than two (2)
Business Days from the date of such discovery. It is understood and agreed that
the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage
Loan constitute the sole remedies available to the Assignee and its assigns on
their behalf respecting a breach of the representations and warranties contained
in this Section 5. It is further understood and agreed that the Assignor shall
be deemed not to have made the representations and warranties in this Section 5
with respect to, and to the extent of, representations and warranties made, as
to the matters covered in this Section 5, by Countrywide in the Sale Agreement
(or any officer's certificate delivered pursuant thereto).

            It is understood and agreed that, with respect to the Mortgage
Loans, the Assignor has made no representations or warranties to the Assignee
other than those contained in this Section 5, and no other affiliate of the
Assignor has made any representations or warranties of any kind to the Assignee.




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            6. Repurchase of Mortgage Loans. Upon discovery or notice of any
breach by the Assignor of any representation, warranty or covenant under this
Assignment Agreement that materially and adversely affects the value of any
Mortgage Loan or the interest of the Assignee therein (it being understood that
any such defect or breach shall be deemed to have materially and adversely
affected the value of the related Mortgage Loan or the interest of the Assignee
therein if the Assignee incurs a loss as a result of such defect or breach), the
Assignee promptly shall request that the Assignor cure such breach and, if the
Assignor does not cure such breach in all material respects within sixty (60)
days from the date on which it is notified of the breach, the Assignee may
enforce the Assignor's obligation hereunder to repurchase such Mortgage Loan
from the Assignee at the Repurchase Price as defined in the Sale Agreement.
Notwithstanding the foregoing, however, if such breach is a Qualification Defect
as defined in the Sale Agreement, such cure or repurchase must take place within
ninety (90) days of discovery of such Qualification Defect.

            In the event Countrywide has breached a representation or warranty
under the Sale Agreement that is substantially identical to a representation or
warranty breached by the Assignor hereunder, the Assignee shall first proceed
against Countrywide. If Countrywide does not within ninety (90) days after
notification of the breach, take steps to cure such breach (which may include
certifying to progress made and requesting an extension of the time to cure such
breach, as permitted under the Sale Agreement) or purchase the Mortgage Loan,
the Assignee shall be entitled to enforce the obligations of the Assignor
hereunder to cure such breach or to purchase the Mortgage Loan from the Trust.
In such event, the Assignor shall succeed to the rights of the Assignee to
enforce the obligations of Countrywide to cure such breach or repurchase such
Mortgage Loan under the terms of the Sale Agreement with respect to such
Mortgage Loan. In the event of a repurchase of any Mortgage Loan by the
Assignor, the Assignee shall promptly deliver to the Assignor or its designee
the related Mortgage File and shall assign to the Assignor all of the Assignee's
rights under the Sale Agreement, but only insofar as the Sale Agreement relates
to such Mortgage Loan.

            Except as specifically set forth herein, the Assignee shall have no
responsibility to enforce any provision of this Assignment Agreement, to oversee
compliance hereof, or to take notice of any breach or default thereof.

            7. Termination; Optional Clean-Up Call. In connection with the Trust
Agreement, the Master Servicer hereby agrees to the following obligations
described below. For purposes of this Section 7 only, any capitalized term used
but not defined in this Assignment Agreement has the same meaning assigned
thereto in the Trust Agreement.

            In the event that a Person specified in Section 11.01 of the Trust
Agreement chooses to exercise its option set forth therein to purchase the
Mortgage Loans and REO Properties or to conduct an Auction Call for such
property of the Trust Fund, as the case may be, by no later than the 10th day of
the month of the final distribution, such Person shall notify the Depositor, the
Trustee, the Servicer and the Securities Administrator of the final Distribution
Date and of the applicable purchase or sale price of the Mortgage Loans and REO
Properties determined and in the manner as provided in the Trust Agreement.




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            In the event the Mortgage Loans and REO Properties are purchased or
sold pursuant to Section 11.01 of the Trust Agreement, the Master Servicer shall
remit to the Securities Administrator the applicable Termination Price on the
Remittance Date immediately preceding the applicable final Distribution Date.
Upon such final deposit with respect to the Trust Fund and the receipt by the
Securities Administrator and the Custodians of a Request for Release therefor,
the Master Servicer shall direct the Custodians to release to the Master
Servicer or its designee the Custodial Files for the Mortgage Loans.

            8. Continuing Effect. Except as contemplated hereby, the Servicing
Agreement and the Sale Agreement shall remain in full force and effect in
accordance with their respective terms.

            9. Governing Law.

            THIS ASSIGNMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).

            EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.

            10. Notices. Any notices or other communications permitted or
required hereunder or under the Servicing Agreement or the Sale Agreement shall
be in writing and shall be deemed conclusively to have been given if personally
delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telex, telegraph or telecopier and confirmed by a
similar mailed writing, to:

            (a) in the case of the Servicer,

                Countrywide Home Loans Servicing LP
                400 Countrywide Way
                Simi Valley, California  93065
                Attention:  John Lindberg, Rachel Meza, Eric Varnen and
                Yuan Li



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                With a copy to:
                Countrywide Home Loans, Inc.
                4500 Park Granada
                Calabasas, California  91302
                Attention:  General Counsel

or such other address as may hereafter be furnished by the Servicer;


            (b) in the case of Countrywide,

                Countrywide Home Loans, Inc.
                4500 Park Granada
                Calabasas, California 91302
                Attention:  Darren Bigby

                With a copy to:
                Countrywide Home Loans, Inc.
                4500 Park Granada
                Calabasas, California  91302
                Attention:  General Counsel

or such other address as may hereafter be furnished by Countrywide;

            (c) in the case of the Master Servicer,

                Wells Fargo Bank, National Association
                P.O. Box 98
                Columbia, Maryland 21046
                Attention:  Corporate Trust Services, GSAA 2006-17

                or in the case of overnight deliveries:

                Wells Fargo Bank, National Association
                9062 Old Annapolis Road
                Columbia, Maryland 21045
                Attention:  Corporate Trust Services, GSAA 2006-17

or such address as may hereafter be furnished by the Master Servicer;

            (d) in the case of the Assignee,

                Deutsche Bank National Trust Company
                1761 East St. Andrew Place,
                Santa Ana, California 92705-4934
                Attention: Trust Administration - GS0617
                Tel.: (714) 247-6000

or such other address as may hereafter be furnished by the Assignee; and