______________________________________
AMENDMENT NO. 1
Dated as of July 31, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of April 1, 2006
among
J.P. MORGAN ACCEPTANCE CORPORATION
I,
Depositor,
J.P. MORGAN MORTGAGE ACQUISITION
CORP.,
Seller,
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
Securities Administrator and
Servicer,
U.S. BANK NATIONAL
ASSOCIATION
Trustee
and
PENTALPHA SURVEILLANCE
LLC
Trust Oversight Manager
J.P. Morgan Mortgage Acquisition Corp.
2006-NC1
Asset Backed Pass-Through Certificates,
Series 2006-NC1
______________________________________
THIS AMENDMENT NO. 1, dated as of July
31, 2006 (the “Amendment”), to the Pooling and
Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as April 1, 2006, among J.P. MORGAN
ACCEPTANCE CORPORATION I, a Delaware corporation, as depositor (the
“Depositor”), J.P. MORGAN MORTGAGE ACQUISITION CORP., a
Delaware corporation, as seller (in such capacity, the
“Seller”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a
national banking association, as servicer (in such capacity, the
“Servicer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
a national banking association, as securities administrator (in
such capacity, the “Securities Administrator”), U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as
trustee (in such capacity, the “Trustee”) and PENTALPHA
SURVEILLANCE LLC, as trust oversight manager (in such capacity, the
“Trust Oversight Manager”).
W I T N E S S
E T H
WHEREAS, the Depositor, the Seller, the
Servicer, the Securities Administrator, the Trustee and the Trust
Oversight Manager entered into the Pooling and Servicing
Agreement;
WHEREAS, the parties hereto wish to amend
the Pooling and Servicing Agreement as set forth herein;
WHEREAS, Section 11.01 of the Pooling and
Servicing Agreement permits amendments to the Pooling and Servicing
Agreement to correct, modify or supplement any provisions therein
(including to give effect to the expectations of
Certificateholders);
WHEREAS, Section 11.01 of the Pooling and
Servicing Agreement provides that the Securities Administrator and
the Trustee shall be entitled to receive an Opinion of Counsel to
the effect that any such amendment will not result in the
imposition of any federal income tax on any REMIC created under the
Pooling and Servicing Agreement pursuant to the REMIC Provisions or
cause any REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding;
WHEREAS, Section 11.01 of the Pooling and
Servicing Agreement provides that the Securities Administrator
shall be entitled to receive an Opinion of Counsel to the effect
that any such amendment shall not adversely affect in any material
respect the interests of any Certificateholder
WHEREAS, the Securities Administrator has
received such Opinions of Counsel;
NOW, THEREFORE, the parties hereto hereby
agree as follows:
SECTION 1.
DEFINED TERMS .
For purposes of this Amendment, 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.
AMENDMENTS .
1.
Section 2.03(a)(ii) is hereby deleted in
its entirety and replaced by the following:
Upon discovery by any of the parties
hereto or receipt of notice by a Responsible Officer in the
Corporate Trust Office of the Trustee of any breach by the Seller
of any representation, warranty or covenant made by the Seller in
Section 2.06 (in such capacity, the “Representing
Party”) in respect of any Mortgage Loan that materially
adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders (in the case of any such
representation or warranty made to the knowledge or the best of
knowledge of the Representing Party as to which the Representing
Party has no knowledge, without regard to the Representing
Party’s lack of knowledge with respect to the substance of
such representation or warranty being inaccurate at the time it was
made), such party or the Trustee shall promptly notify the
Representing Party and the Servicer of such breach and cause the
applicable Representing Party to cure such breach within 90 days
from the date that Representing Party was notified of such breach.
Notwithstanding the foregoing, if applicable, any breach by
the Seller of any of the representations or warranties contained in
the third paragraph of Section 2.06 shall be deemed to materially
and adversely affect the interests of the Certificateholders in
that Mortgage Loan. If the applicable Representing Party fails to
cure such breach in all material respects during such period, the
applicable Representing Party shall repurchase such Mortgage Loan
from the Trust Fund at the Purchase Price. The Purchase Price
for the repurchased Mortgage Loan shall be deposited in the
Distribution Account, and the Securities Administrator, upon
receipt of such deposit, shall release or cause the Custodian to
release to the Seller or the Depositor, as the case may be, the
related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without
recourse, (provided, however, that in the instruments of
transfer
