______________________________________
AMENDMENT NO. 1
Dated as of June 30, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of July 1, 2005
among
J.P. MORGAN ACCEPTANCE CORPORATION
I,
Depositor,
J.P. MORGAN MORTGAGE ACQUISITION
CORP.,
Seller,
OPTION ONE MORTGAGE
CORPORATION,
Servicer,
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
Securities Administrator,
and
U.S. BANK NATIONAL
ASSOCIATION
Trustee
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:
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.
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:
(a)
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
