APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT

APPOINTMENT, ASSUMPTION AND

AMENDMENT AGREEMENT

THIS APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 1, 2005, is by and among Wells Fargo Bank, N.A. (“Wells Fargo”), Nomura Asset Acceptance Corporation, as depositor (the “Depositor”), Nomura Credit & Capital, Inc., as seller (the “Seller”) and HSBC Bank USA, National Association (“HSBC”).

W I T N E S S E T H

WHEREAS, the Depositor, the Seller, GMAC Mortgage Corporation (“GMACM”) and Wells Fargo Bank, N.A. as Trustee (the “Original Trustee”) entered into the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2004, relating to Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2004-AP3;

WHEREAS, the Original Trustee, GMACM as a servicer, M&T Mortgage Corporation as a servicer, and JPMorgan Chase Bank, N.A. as the custodian (the “Custodian”) entered into the Custodial Agreement (the “Custodial Agreement”), dated as of November 1, 2004, relating to Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2005-AP3;

WHEREAS, the Original Trustee and Nomura Global Financial Products Inc. (the “Cap Provider”) entered into the cap agreement between dated as of November 30, 2004 (the “Cap Agreement”), relating to the Class A-1 Certificates;

WHEREAS, the Seller entered into the Certificate Guaranty Insurance Policy (the “Insurance Policy”), dated November 30, 2004, with Ambac Assurance Corporation (“Ambac”), relating to the Class A-4, Class A-5A and Class A-6 Certificates;

WHEREAS, the Depositor, the Original Trustee and the Depository Trust Company entered into the Depository Agreement (the “Depository Agreement, together with the Custodial Agreement, the Cap Agreement, the Insurance Policy and the Depository Agreement, the “Related Agreements”), dated as of November 30, 2004;

WHEREAS, HSBC as successor trustee and Wells Fargo as securities administrator entered in an Administration Agreement dated as of July 1, 2005 (the “Administration Agreement”) whereby Wells Fargo assumed all administration functions of the Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2004-AP3;

WHEREAS, pursuant to Section 9.08 of the Pooling and Servicing Agreement, the Original Trustee, in its capacity as Trustee, may resign, and does hereby so resign, as trustee of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series

2004-AP3 and the Depositor has the right to appoint a successor Trustee satisfying the qualifications of Section 9.06 of the Pooling and Servicing Agreement;

WHEREAS, pursuant to Section 7.06 of the Pooling and Servicing Agreement, the Seller has the right to terminate GMACM as Servicer of the Mortgage Loans set forth on Schedule 1 attached hereto (the “Transferred Mortgage Loans”) without cause upon the satisfaction of certain conditions set forth in the Pooling and Servicing Agreement;

WHEREAS, the Depositor and the Seller desire to amend certain provisions of the Pooling and Servicing Agreement to better effectuate the replacement of Wells Fargo as Trustee thereunder and to better effectuate the replacement of GMACM as Servicer thereunder with respect to the Transferred Mortgage Loans;

WHEREAS, Section 11.01 of the Pooling and Servicing Agreement provides that the Pooling and Servicing Agreement may be amended from time to time by parties thereto, without the consent of any of the Certificateholders to cure any ambiguity, to correct or supplement any provisions herein, to change the manner in which the Distribution Account maintained by the Trustee or the Custodial Account maintained by the Servicer is maintained or to make such other provisions with respect to matters or questions arising under this Agreement as shall not be inconsistent with any other provisions herein if such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder; provided that any such amendment shall be deemed not to adversely affect in any material respect the interests of the Certificateholders and no such Opinion of Counsel shall be required if the Person requesting such amendment obtains a letter from each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1. Defined Terms.

For purposes of this Agreement, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

SECTION 2. Appointment of Trustee.

(a)       The Depositor hereby appoints and designates HSBC as successor trustee of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-AP3 under the Pooling and Servicing Agreement subject to the satisfaction of the conditions precedent set forth in Section 7 of this Agreement; the Original Trustee will provide written notification to each of the Rating Agencies of its resignation as Trustee under the

Pooling and Servicing Agreement to be effective on July 1, 2005 (the “Resignation Date”).

(b)       HSBC hereby (i) represents and warrants that it meets all requirements of a successor Trustee set forth in Section 9.06 of the Pooling and Servicing Agreement, (ii) accepts the appointment as Trustee of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-AP3 under the Pooling and Servicing Agreement from and after the Resignation Date, (iii) agrees to provide written notice of its appointment to each Certificateholder not later than ten (10) days of the date hereof, in accordance with Section 9.09 of the Pooling and Servicing Agreement, and the notices required by Sections 11.05 and 12.04 of the Pooling and Servicing Agreement, (iv) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by the Trustee under the Pooling and Servicing Agreement, as amended hereby, and the Related Agreements and (v) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby, and the Related Agreements.

SECTION 3. Appointment of Servicer.

(a)       The Seller hereby proposes that Wells Fargo be appointed as successor Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans, and subject to the satisfaction of the conditions precedent set forth in Section 7 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement to be effective on July 1, 2005 (the “Termination Date”).

(b)       In connection with the appointment of Wells Fargo as successor Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Wells Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date.

(c)       The Depositor, the Seller and HSBC, subject to the satisfaction of the conditions precedent set forth in Section 7 of this Agreement, consent to the appointment of Wells Fargo as successor Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement and hereby designate Wells Fargo as Servicer of the Transferred Mortgage Loans from and after the Termination Date.

(d)       Wells Fargo hereby (i) represents and warrants that it meets all requirements of a successor Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by the Servicer under the Pooling and Servicing Agreement, as amended hereby, with respect to the Transferred Mortgage Loans and (iv)

assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby, and acknowledges that, with respect to the Transferred Mortgage Loans, all references in the Pooling and Servicing Agreement to “GMACM” shall be deemed to refer to Wells Fargo.

(e)       On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Wells Fargo as successor servicer with respect to the Transferred Mortgage Loans at Wells Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

The Cap Provider hereby acknowledges Wells Fargo in its capacity as securities administrator pursuant to the Administration Agreement and hereby agrees that remittances required pursuant to the Cap Agreement, shall continue to be made to Wells Fargo in its capacity as Securities Administrator.

SECTION 5. Amendments to Pooling and Servicing Agreement.

“Wells Fargo: Shall mean Wells Fargo Bank, National Association acting in its capacity as the servicer in connection with the Transferred Mortgage Loans.”

“Wells Fargo Mortgage Loans: Shall mean those Mortgage Loans serviced by Wells Fargo pursuant to the terms of this Agreement as set forth on Schedule 1 hereto”.

(b)       The definition of Servicer in Article 1 is amended by deleting the word “or” between “M&T” and “GreenPoint”, inserting a comma after “M&T” and adding “or Wells Fargo” at the end thereof.

“ Corporate Trust Office : The principal corporate trust office of the Trustee which office at the date of the execution of this instrument is located at 452 Fifth Avenue, New York, New York 10018, Attention: Nomura Asset Acceptance Corp., 2004-AP3, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and each Servicer. Notwithstanding the foregoing, for purposes of transfer and exchange and of presentment and surrender of the Certificates and final payment thereon, the designated office of the Trustee shall be c/o Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,

Attention: NAAC 2004-AP3, or such other address as the Trustee may designate from time to time by notice to the Certificateholders and the Depositor.”

(d)        The definition of Distribution Account in Article 1 is amended by replacing “Wells Fargo Bank, National Association” with “HSBC Bank USA, National Association”.

(e)        The definition of Trustee in Article 1 is amended by replacing “Wells Fargo Bank, National Association” with “HSBC Bank USA, National Association”.

(f)         Section 4.01(b) of the Pooling and Servicing Agreement is amended by replacing “Wells Fargo Bank, National Association” in the first paragraph thereof with “HSBC Bank USA, National Association”.

(g)        Section 5.10 of the Pooling and Servicing Agreement is amended by replacing “Wells Fargo Bank, National Association” in the fourth line thereof with “HSBC Bank USA, National Association”.

(h)        The Pooling and Servicing Agreement is hereby amended by annexing the list of Transferred Mortgage Loans as Schedule 1 to the end thereof.

(i)         The Mortgage Loan Schedule attached as Exhibit B-1 to the Pooling and Servicing Agreement is hereby amended by revising item (xii) for each Transferred Mortgage Loan to indicate Wells Fargo as the Servicer for such Transferred Mortgage Loan.

(j)        The following representations and warranties are hereby made by Wells Fargo to the Seller, the Depositor and HSBC as of the date hereof:

(k)        It is duly organized and is validly existing and in good standing under the laws of the United States and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by it in any state in which a Mortgaged Property is located or is otherwise not required un