SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of January 2, 2007, is by and among Nomura Asset Acceptance Corporation, as depositor (the “Depositor”), Nomura Credit & Capital, Inc., as seller (in such capacity, the “Sponsor”), Wells Fargo Bank, National Association, as a servicer (“Wells Fargo”), GMAC Mortgage, LLC (“GMACM”), Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), and HSBC Bank USA, National Association, as trustee (the “Trustee”).

WHEREAS, the Depositor, the Sponsor, the Master Servicer, the Securities Administrator, GMAC Mortgage Corporation, predecessor in interest to GMACM, and the Trustee entered into the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2006, relating to Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series 2006-AR3;

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

WHEREAS, the Depositor and the Sponsor desire to amend certain provisions of the Pooling and Servicing Agreement to better effectuate the replacement of GMACM as the Servicer thereunder with respect to the Wells Fargo 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 the parties thereto, without the consent of any of the Certificateholders to cure any ambiguity, to correct or supplement any provisions therein, to change the manner in which the Distribution Account maintained by the Securities Administrator or the Custodial Account maintained by the Servicers are maintained or to make such other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement as shall not be inconsistent with any other provisions therein if such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder (or the Swap Provider unless the Swap Provider shall have consented to the amendment, which consent shall not be unreasonably withheld); 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; provided further 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 nor any letter from the Rating Agencies stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates shall be required if such amendment is to effect a transfer of servicing pursuant to Section 7.06(a) of the Pooling and Servicing Agreement to a Successor Servicer satisfying the Minimum Servicing Requirements;

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:

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 Servicer.

(a)            The Sponsor hereby proposes that Wells Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Wells Fargo Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Sponsor will provide written notification to GMACM of its termination as the servicer under the Pooling and Servicing Agreement with respect to the Wells Fargo Mortgage Loans to be effective as of the close of business on January 2, 2007 (the “Termination Date”).

(b)            In connection with the appointment of Wells Fargo as a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Sponsor 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 Wells Fargo Mortgage Loans prior to the Termination Date.

(c)            The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Wells Fargo as a Servicer under the Pooling and Servicing Agreement and hereby designates Wells Fargo as the Servicer of the Wells Fargo Mortgage Loans from and after the Termination Date.

(d)            Wells Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Wells Fargo 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 a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby.

(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 Wells Fargo Mortgage Loans shall be moved to and maintained by Wells Fargo 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.

SECTION 3. Amendments to Pooling and Servicing Agreement.

(a)            Article 1 of the Pooling and Servicing Agreement is hereby amended by adding the following definitions in alphabetical order:

Wells Fargo : Wells Fargo Bank, National Association, and any successor appointed under this Agreement in connection with the servicing and administration of the Wells Fargo Mortgage Loans.

Wells Fargo Mortgage Loans : Those Mortgage Loans serviced by Wells Fargo pursuant to the terms of this Agreement as specified on the Mortgage Loan Schedule.

(b)           Article 1 of the Pooling and Servicing Agreement is hereby further amended by deleting the definition of Servicer and replacing it with the following:

Servicer : GMACM, Wachovia or Wells Fargo or any successor thereto approvied hereunder or under the Servicing Agreement in connection with the servicing and administration of the related Mortgage Loans.

(c)       The following representations and warranties are hereby made by Wells Fargo to the Sponsor, the Depositor, the Master Servicer, the Securities Administrator and the Trustee as of the date hereof and such representations and warranties shall replace the representations and warranties of GMACM set forth in Section 2.03(a) of the Pooling and Servicing Agreement:

(i)   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 under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(ii)   It has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may be limited by the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and further subject to public policy with respect to indemnity and contribution under applicable securities law.

(iii)   The execution and delivery of this Agreement by it, the servicing of the Mortgage Loans by it under this Agreement, the consummation of any other of the transactions contemplated by t