Exhibit
4.1
FIRST
AMENDMENT
TO
POOLING AND
SERVICING AGREEMENT
WASHINGTON
MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES, WMALT SERIES
2006-5
This first amendment (this “
Amendment ”) to the Pooling and Servicing Agreement,
dated as of June 1, 2006 (the “ Pooling Agreement
”) respecting the Washington Mutual Mortgage Pass-Through
Certificates, WMALT Series 2006-5 (the “ Certificates
”) issued by the Washington Mutual Mortgage Pass-Through
Certificates WMALT Series 2006-5 Trust (the " Trust "), by
and among WaMu Asset Acceptance Corp., as depositor (the “
Company ”), Washington Mutual Bank, as Servicer (the
“ Servicer ”), LaSalle Bank National
Association, as Trustee (the “ Trustee ”), and
Christiana Bank & Trust Company, as Delaware Trustee (the
“ Delaware Trustee ”), is made as of October 1,
2006 by and among the Company, the Servicer and the
Trustee.
RECITALS
A.
Pursuant to Section 10.01(a)(vi) of the Pooling Agreement, the
Pooling Agreement may be amended by the Company, the Servicer and
the Trustee, without the consent of any of the Certificateholders
(and if such amendment does not modify (i) the rights or
obligations of the Delaware Trustee under the Pooling Agreement,
without the consent of the Delaware Trustee, (ii) the rights
of the Class C-PPP Certificateholders to receive Assigned Group 1,
Group 2 and Group 4 Prepayment Premiums, without the consent of the
Class C-PPP Certificateholders, and (iii) the rights of the
Class 3-PPP Certificateholders to receive Assigned Group 3
Prepayment Premiums, without the consent of the Class 3-PPP
Certificateholders) to add any provision to, or amend any provision
in, the Pooling Agreement, if such amendment or addition does not
adversely affect in any material respect the interests of any
Certificateholder, provided that the Company has obtained a letter
from each Rating Agency stating that this amendment would not
result in the downgrading or withdrawal of the respective ratings
then assigned to the Certificates.
B.
Each condition set forth in the immediately preceding paragraph is
satisfied.
AMENDMENT
NOW THEREFORE, in consideration of the foregoing
recitals and the mutual agreements herein contained, the Company,
the Servicer and the Trustee agree as follows:
Section 1 . Amendment . The third
paragraph of Section 2.08 of the Pooling Agreement is hereby
amended and restated to read as follows:
Any number of Substitute Mortgage
Loans may be substituted for any number of Reacquired Mortgage
Loans, subject to the limitations described in the next sentence.
With respect to the Mortgage Loans substituted on any date, (i) the
aggregate Principal Balance of the Substitute Mortgage Loans shall
not exceed the aggregate Principal Balance of the Reacquired
Mortgage Loans, (ii) each
