Unassociated Document


    SERVICER
      APPOINTMENT, ASSUMPTION AND 

    AMENDMENT
      AGREEMENT

     

    THIS
      SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”),
      dated as of March 31, 2006, is by and among Nomura Asset Acceptance Corporation,
      as depositor (the “Depositor”), Nomura Credit & Capital, Inc., as seller
      (the “Seller”), Wells Fargo Bank, National Association, as servicer (“Wells
      Fargo”), 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”).

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Depositor, the Seller, the Master Servicer, the Securities Administrator,
      GMAC Mortgage Corporation (“GMAC”), as Servicer, and the Trustee entered into
      the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of November 1, 2005, relating to Nomura Asset Acceptance Corporation,
      Mortgage Pass-Through Certificates, Series 2005-AR6;

    


    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 “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 GMACM as the
      Servicer thereunder with respect to the 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 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 therein 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 Servicer.

    


    (a) The
      Seller hereby proposes that Wells Fargo be appointed as the Servicer under
      the
      Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject
      to the satisfaction of the conditions precedent set forth in Section 5 of this
      Agreement, the Seller will provide written notification to GMACM of its
      termination as Servicer under the Pooling and Servicing Agreement with respect
      to the Mortgage Loans to be effective as of the close of business on March
      31,
      2006 (the “Termination Date”).

    


    (b) In
      connection with the appointment of Wells Fargo as the Servicer 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 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 the Servicer under the Pooling and Servicing Agreement and hereby designates
      Wells Fargo as the Servicer of the 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 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 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 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) The
      following definition is added to Article 1:

    


    “Wells
      Fargo: Wells Fargo Bank, National Association acting in its capacity as the
      Servicer.”

    


    (b) The
      definition of Servicer in Article 1 is amended by replacing “GMAC Mortgage
      Corporation” with “Wells Fargo Bank, National Association”.

    


    (c) The
      following representations and warranties are hereby made by Wells Fargo to
      the
      Seller, 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 Wells Fargo 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 this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its charter
      or
      by-laws or (B) materially conflict with, result in a material breach, violation
      or acceleration of, or result in a material default under, the terms of any
      other material agreement or instrument to which it is a party or by which it
      may
      be bound, or (C) constitute a material violation of any statute, order or
      regulation applicable to it of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it; and it is not in breach or
      violation of any material indenture or other material agreement or instrument,
      or in violation of any statute, order or regulation of any court, regulatory
      body, administrative agency or governmental body having jurisdiction over it
      which breach or violation may materially impair its ability to perform or meet
      any of its obligations under this Agreement.

    


    (iv) It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

    


    (v) No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Mortgage Loans
      or
      to perform any of its other obligations under this Agreement in accordance
      with
      the terms hereof.

    


    (vi) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

    


    (vii) Wells
      Fargo has accurately and fully reported, and will continue to accurately and
      fully report, its borrower credit files to each of the credit repositories
      in a
      timely manner materially in accordance with the Fair Credit Reporting Act and
      its implementing legislation.

    


    (viii) Wells
      Fargo is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS.

    


    (ix) Wells
      Fargo will not waive any Prepayment Charge with respect to a Mortgage Loan
      unless it is waived in accordance with the standard set forth in Section
      3.01.

    


    (d) With
      respect to the Mortgage Loans, from and after the Termination Date, any and
      all
      references to the representations and warranties of GMACM in the Pooling and
      Servicing Agreement shall, and shall be deemed to be, references to the
      representations and warranties of Wells Fargo set forth in clause (a)
      above.

    


    (e) Section
      7.06(a) of the Pooling and Servicing Agreement is hereby amended by deleting
      the
      section in its entirety and replacing it with the following:

    


    “(a)
      If
      at any time, the Seller acquires from Wells Fargo Bank, N.A. the rights to
      service any of the Mortgage Loans, then Wells Fargo Bank, N.A. shall continue
      to
      service the related Mortgage Loans as the Servicer hereunder. Upon Seller
      acquiring the Servicing Rights, the Seller may, at its option, terminate the
      servicing responsibilities of Wells Fargo Bank, N,A., as Servicer hereunder
      with
      respect to any such Mortgage Loans without cause. No such termination shall
      become effective unless and until a successor to Wells Fargo Bank, N.A. shall
      have been appointed to service and administer the related Mortgage Loans
      pursuant to the terms and conditions of this Agreement. No appointment shall
      be
      effective unless (i) such successor to Wells Fargo Bank, N.A. meets the
      eligibility criteria contained in Section 8.02, (ii) the Trustee shall have
      consented to such appointment, (iii) the Rating Agencies have been notified
      in
      writing of such appointment and such successor servicer meets the Minimum
      Servicing Requirements, (iv) such successor has agreed to assume the obligations
      of Wells Fargo Bank, N.A. hereunder to the extent of the related Mortgage Loans
      and (v) all amounts reimbursable to Wells Fargo Bank, N.A. pursuant to the
      terms
      of this Agreement shall have been paid to Wells Fargo Bank, N.A. by the
      successor appointed pursuant to the terms of this Section 7.06 or by the Seller
      including without limitation, all unreimbursed Advances and Servicing Advances
      made by Wells Fargo Bank, N.A. and all out-of-pocket expenses of Wells Fargo
      Bank, N.A. incurred in connection with the transfer of servicing to such
      successor. The Seller shall provide a copy of the written confirmation of the
      Rating Agencies and the agreement executed by such successor to the Trustee
      and
      the Master Servicer.”

    


    (f)
       Section
      7.06(b) of the Pooling and Servicing Agreement is hereby amended by deleting
      the
      section in its entirety.

    


    SECTION
      4. Representations and Warranties of the Depositor and Seller.

    


    (a)
      The
      following representations and warranties are hereby made by the Depositor to
      the
      Seller, Wells Fargo, the Master Servicer, the Securities Administrator and
      the
      Trustee as of the date hereof:

    


    (i) The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement. 

    


    (ii) The
      Depositor has the full corporate power and authority 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 of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (a) bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally 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 the Depositor, the consummation
      of
      any of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Depositor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Depositor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which it is a party or by which it may be bound, or (C) constitute a material
      violation of any statute, order or regulation applicable to it of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over the Depositor; and the Depostior is not in breach or violation of any
      material indenture or other material agreement or instrument, or in violation
      of
      any statute, order or regulation of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over it which breach or
      violation may materially impair its ability to perform or meet any of its
      obligations under this Agreement.

    


    (iv) No
      litigation is pending or, to the best of its knowledge, threatened, against
      the
      Depositor that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or the ability of the Depositor to perform
      any
      of its obligations under this Agreement in accordance with the terms
      hereof.

    


    (v) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, it has obtained the same.

    


    (b)
      The
      following representations and warranties are hereby made by the Seller to the
      Depositor, Wells Fargo, the Master Servicer, the Securities Administrator and
      the Trustee as of the date hereof:

    


    (i) The
      Seller is duly organized, validly existing and in good standing under the laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Seller
      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 enforce each Mortgage Loan, to sell 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) The
      Seller has the full corporate power and authority 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 of the
      Seller, enforceable against the Seller in accordance with its terms, except
      that
      (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally 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 the Seller, the consummation of
      any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in its ordinary course of business
      of
      the Seller and will not (A) result in a material breach of any term or provision
      of its charter or by-laws of the Seller or (B) materially conflict with, result
      in a material breach, violation or acceleration of, or result in a material
      default under, the terms of any other material agreement or instrument to which
      it is a party or by which it may be bound, or (C) constitute a material
      violation of any statute, order or regulation applicable to the Seller of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Seller; and the Seller is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair its ability to perform or meet any
      of
      its obligations under this Agreement.

    


    (iv) No
      litigation is pending or, to the best of the Seller’s knowledge, threatened,
      against the Seller that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or its ability to perform any
      of
      its obligations under this Agreement in accordance with the terms
      hereof.

    


    (v) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Seller
      of,
      or compliance with, this Agreement or the consummation of the transactions
      contemplated hereby, or if any such consent, approval, authorization or order
      is
      required, the Seller has obtained the same.

    


    (vi) The
      Seller has the right to terminate GMACM as the Servicer of the Mortgage Loans
      pursuant to Section 7.06 of the Pooling and Servicing Agreement and such
      termination shall be exercised in accordance with the terms and conditions
      of
      the Pooling and Servicing Agreement and all applicable law.

    


    SECTION
      5. Conditions Precedent.

    


    The
      transactions contemplated by this Agreement shall be conditioned upon the
      satisfaction of the following conditions precedent:

    


    (i)
       each
      of
      the Seller and the Master Servicer shall have executed this Agreement evidencing
      its consent to the appointment of Wells Fargo as the Servicer of the Mortgage
      Loans under the Pooling and Servicing Agreement;

    


    (ii)
       Wells
      Fargo shall have executed this Agreement evidencing its acceptance of its
      appointment as the Servicer of the Mortgage Loans under the Pooling and
      Servicing Agreement and its agreement to be bound by the terms of this Agreement
      and the Pooling and Servicing Agreement;

    


    (iii)
       the
      Seller shall have notified GMACM of its decision to terminate GMACM as the
      Servicer of the Mortgage Loans under the Pooling and Servicing Agreement;
      and

    


    (iv)
       each
      Rating Agency has been notified in writing of the appointment of Wells Fargo
      as
      Servicer.

    


    SECTION
      6. Effectiveness of this Agreement.

    


    Upon
      execution of this Agreement, the Pooling and Servicing Agreement shall be,
      and
      be deemed to be, modified and amended in accordance herewith and the respective
      rights, limitations, obligations, duties, liabilities and immunities of the
      Depositor, the Seller, Wells Fargo, the Master Servicer, the Securities
      Administrator and the Trustee shall hereafter be determined, exercised and
      enforced subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of this Agreement shall be deemed to be part of the
      terms and conditions of the Pooling and Servicing Agreement for any and all
      purposes. Except as modified and expressly amended by this Agreement, the
      Pooling and Servicing Agreement is in all respects ratified and confirmed,
      and
      all the terms, provisions and conditions thereof shall be and remain in full
      force and effect.

    


    SECTION
      7. Binding Effect.

    


    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto, and all such
      provisions shall inure to the benefit of the Depositor, the Seller, Wells Fargo,
      the Master Servicer, the Securities Administrator and the Trustee.

    


    SECTION
      8. Governing Law.

    


    This
      Agreement shall be construed in accordance with the substantive laws of the
      State of New York (without regard to conflict of law principles) and the
      obligations, rights and remedies of the parties hereto shall be determined
      in
      accordance with such laws.

    


    SECTION
      9. Severability of Provisions.

    


    If
      any
      one or more of the provisions or terms of this Agreement shall be for any reason
      whatsoever held invalid, then such provisions or terms shall be deemed severable
      from the remaining provisions or terms of this Agreement and shall in no way
      affect the validity or enforceability of the other provisions or terms of this
      Agreement.

    


    SECTION
      10. Section Headings.

    


    The
      section headings herein are for convenience of reference only, and shall not
      limit or otherwise affect the meaning hereof.

    


    SECTION
      11. Counterparts.

    


    This
      Agreement may be executed in several counterparts, each of which shall be an
      original and all of which shall constitute but one and the same
      instrument.

    


    [signature
      pages follow]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the Depositor, the Seller, Wells Fargo, the Securities
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

    


    
      	 	
              NOMURA
                ASSET ACCEPTANCE CORPORATION, as Depositor

            
	 	 	 
	 	
              By:

            	
              /s/
                John P. Graham

            
	 	
              Name:

            	
              John
                P. Graham

            
	 	
              Title:

            	
              President

            
	 	 	 
	 	 	 
	 	
              NOMURA
                CREDIT & CAPITAL, INC., as Seller

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Jeane D. Leschak

            
	 	
              Name:

            	
              Jeane
                D. Leschak

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Servicer 

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Laurie McGoogan

            
	 	
              Name:

            	
              Laurie
                McGoogan

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and Securities
                Administrator

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Kristen Ann Cronin

            
	 	
              Name:

            	
              Kristen
                Ann Cronin

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION as Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Elena Zheng

            
	 	
              Name:

            	
              Elena
                Zheng

            
	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    SCHEDULE
      1

    


    SCHEDULE
      OF MORTGAGE LOANS