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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:
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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 Substitut
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