AMENDMENT NO. 1
Dated as of June 30, 2006
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
J.P. MORGAN ACCEPTANCE CORPORATION I,
J.P. MORGAN MORTGAGE ACQUISITION CORP.,
OPTION ONE MORTGAGE CORPORATION,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION
J.P. Morgan Mortgage Acquisition Corp. 2005-OPT1
Asset Backed Pass-Through Certificates, Series 2005-OPT1
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 July 1, 2005, 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”), OPTION ONE MORTGAGE CORPORATION, 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”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
W I T N E S S E T H
WHEREAS, the Depositor, the Seller, the Servicer, the Securities Administrator and the Trustee 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 herein (including to give effect to the expectations of Certificateholders); provided that such action shall not, as evidenced by a letter from each Rating Agency delivered to the Securities Administrator, confirming the then-current ratings of the Offered Certificates;
WHEARAS, Section 11.01 of the Pooling and Servicing Agreement provides that the Securities Administrator and the Trustee shall be entitled to receive and 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, the Securities Administrator has received such letters from each Rating Agency and the Securities Administrator and the Trustee have received such Opinion of Counsel;
NOW, THEREFORE, the parties hereto hereby agree as follows:
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.
AMENDMENT TO SECTION 9.01 .
Section 9.01 of the Pooling and Servicing Agreement is amended by deleting sub-sections (a) and (b) in their entirety and replacing them with the following:
Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer; the Securities Administrator and the Trustee (other than the obligations of the Servicer to the Trustee or the Securities Administrator pursuant to Section 6.03 and of the Servicer to provide for and the Securities Administrator to make payments in respect of the Regular Interests issued hereby or the Classes of Certificates as hereinafter set forth) shall terminate upon payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Securities Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Servicer (at the direction and on behalf of either, first, the majority Holder of the Class C Certificates, as long as the Holder of the Class C Certificates is not an Affiliate of th