______________________________________
AMENDMENT NO. 1
Dated as of June 30, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of January 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-FRE1
Asset Backed Pass-Through Certificates,
Series 2006-FRE1
______________________________________
THIS AMENDMENT NO. 1, dated as of June
30, 2006 (the “Amendment”), to the Pooling and
Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of January 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
Depositor of any representation, warranty or covenant made by the
Seller in Section 2.05(b)(i), (ii) and (iii) or by the Depositor in
the second paragraph of Section 2.06 (with respect to such entity,
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 Depositor of any of the representations or warranties
contained in the second 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,
th
