ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                 Exhibit 99.12

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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


                                      among


                          GS MORTGAGE SECURITIES CORP.,
                                   as Assignor


                   U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
                                   as Assignee


                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                   as Servicer



                             and as acknowledged by

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                               as Master Servicer


                                   Dated as of
                                February 24, 2006










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                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                  ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this
24th day of February, 2006 (this "Assignment Agreement"), among U.S. Bank
National Association, not in its individual capacity, but solely as trustee on
behalf of GSAA Home Equity Trust 2006-3 (the "Assignee"), JPMorgan Chase Bank,
National Association (the "Servicer") and GS Mortgage Securities Corp., a
Delaware corporation (the "Assignor" or "Depositor"), and as acknowledged by
JPMorgan Chase Bank, National Association, as master servicer (the "Master
Servicer").

                 WHEREAS, the Assignor and the Servicer have entered into the
Comprehensive Amended and Restated Servicing Agreement, dated as of September 1,
2005 (the "Servicing Agreement") and the Comprehensive Amended and Restated Flow
Mortgage Servicing Rights Purchase Agreement, dated as of July 1, 2004 (the
"Rights Purchase Agreement");

                 WHEREAS, GSMC has agreed to assign and convey certain mortgage
loans (the "Mortgage Loans") as of March 1, 2006, in accordance with the Rights
Purchase Agreement, 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 February 24, 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 February 1, 2006 (the "Trust Agreement"), among the Depositor, U.S.
Bank National Association, as trustee and as a custodian (the "Trustee"),
Deutsche Bank National Trust Company, as a custodian and JPMorgan Chase Bank,
National Association, as master servicer, securities administrator and a
custodian (the "Master Servicer"), the Assignor has transferred the Mortgage
Loans to the Trustee, and will transfer, as of March 1, 2006 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 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 March 1, 2006, and the Servicer hereby acknowledges such assignment and
assumption and hereby agrees to the

                                JPM Step 2 AAR

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release of the Assignor from any obligations under the Servicing Agreement
from and after March 1, 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 or the Servicing
Agreement since the date of the Servicing Agreement.

                 2.    Accuracy of the 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) except as previously disclosed in the GSMC Assignment Agreement, the
Servicing Agreement has not been amended or modified in any respect and (iv) 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 Sections 7.01 and 7.02 of the Servicing Agreement are
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, 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, the 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 Trustee 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
Assignment Agreement, and further assigned hereunder by the Assignor to the
Trustee, on behalf of the trust formed pursuant to the Trust Agreement. Such
rights that Master Servicer may enforce on behalf of the Trustee 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 or the Trustee, as designated by the Trustee, 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

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Servicing Agreement, shall be made instead to the Master Servicer by wire
transfer to the following account:

                  JPMorgan Chase Bank, National Association
                  ABA #: 021000021
                  For credit to: SAS Clearing
                  Acct #: 507198670
                  FFC to: GSAA 2006-3 Acct # 507198670

                (d)      Monthly Reporting

                         Notwithstanding anything to the contrary in the
Servicing Agreement, with respect to the Mortgage Loans, not later than the
fifteenth (15th) 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 Serv