EXHIBIT
4.1
FIRST
AMENDMENT
TO
POOLING AND
SERVICING AGREEMENT
WASHINGTON
MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES, WMALT SERIES
2006-1
This first amendment (this “
Amendment ”) to the Pooling and Servicing Agreement,
dated as of January 1, 2006 (the “ Pooling Agreement
”) respecting the Washington Mutual Mortgage Pass-Through
Certificates, WMALT Series 2006-1 (the “ Certificates
”), 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 April 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 the rights or obligations of
the Delaware Trustee under the Pooling Agreement, without the
consent of the Delaware Trustee, 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 (i) each Class
PPP Certificateholder has consented to such amendment, if the
amendment modifies the rights of
