Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5 Sample Contracts

Contract

Pooling and Servicing Agreement • July 14th, 2006 • Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5 • Asset-backed securities • Delaware

• Contract Type
  Pooling and Servicing Agreement
• Filed
  July 14th, 2006
• Company
  Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5
• Industry
  Asset-backed securities
• Jurisdiction
  Delaware

If above link does not activate, you will find the duplicate printer-friendly pdf version of this document attached to this filing submission with the SEC.

ASSIGNMENT AGREEMENT November 2, 2006

Assignment Agreement • December 18th, 2006 • Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5 • Asset-backed securities

• Contract Type
  Assignment Agreement
• Filed
  December 18th, 2006
• Company
  Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5
• Industry
  Asset-backed securities

Pursuant to Section 3.3 of the Mortgage Loan Purchase and Sale Agreement, dated as of December 28, 2005 (the “MLPA”), as supplemented and amended by the Term Sheet, dated as of June 29, 2006 (the “Term Sheet”), between Washington Mutual Mortgage Securities Corp., as seller (“WMMSC”), and WaMu Asset Acceptance Corp., as purchaser, WMMSC hereby sells, transfers, assigns, sets over and otherwise conveys to Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-5 Trust (the “Trust”), without recourse, all of WMMSC’s right, title and interest in and to the mortgage loans described on Schedule I hereto (the “Substitute Mortgage Loans”), together with cash in the amount of $51,547.37.

FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES, WMALT SERIES 2006-5

Pooling and Servicing Agreement • December 18th, 2006 • Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5 • Asset-backed securities • Delaware

• Contract Type
  Pooling and Servicing Agreement
• Filed
  December 18th, 2006
• Company
  Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-5
• Industry
  Asset-backed securities
• Jurisdiction
  Delaware

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.