PricewaterhouseCoopers
      LLP


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      Center


300
      Madison Avenue


New
      York
      NY 10017


Telephone
      (646) 471 3000


Facsimile
      (813) 286 6000











**Report
      of Independent Accountants**





To
      the
      Board of Directors of Equity One, Inc.:





We
      have
      examined management's assertion about Equity One, Inc.'s (the "Company") compliance
      with the minimum servicing standards identified in the Mortgage Bankers
      Association of America's *Uniform
      Single Attestation Program for Mortgage Bankers* ("USAP")
      as of December 31,2006 and for the thirteen month period then ended (the "Reporting
      Period") included in the accompanying management assertion (see Exhibit I).
      Management is responsible for the Company's compliance with those minimum
      servicing standards.
      Our responsibility is to express an opinion on management's assertion about
      the Company's
      compliance based on our examination.





Our
      examination was made in accordance with attestation standards established by
      the American
      Institute of Certified Public Accountants and, accordingly, included examining,
      on a test
      basis, evidence about the Company's compliance with the minimum servicing
      standards and performing such other procedures as we considered necessary in
      the
      circumstances. We believe that our examination provides a reasonable basis
      for
      our opinion. Our examination does not provide a legal determination on the
      Company's compliance with the minimum servicing
      standards.




In
      our
      opinion, management's assertion that the Company complied with the
      aforementioned minimum
      servicing standards during the Reporting Period is fairly stated, in all
      material respects.








/s/
      PricewaterhouseCoopers LLP


March
      14,
      2007








**Management’s
        Assertion Concerning Compliance**
 **with
        USAP Minimum Servicing Standards**
 
 March
        14,
        2007
 
 As
        of
        December 31, 2006 and for the thirteen months then ended (the "Reporting
        Period"), Equity One, Inc. (the "Company") has complied in all material respects
        with the minimum servicing standards set forth in the Mortgage Bankers
        Association of America's *Uniform
        Single Attestation Program for Mortgage Bankers* (“USAP”)
        solely for purpose of servicing the residential mortgage loans underlying
        the
        Mortgage Pass-Through Certificate Series 1998-1, 1999-1, 2001-3, 2002-1,
        2002-2,
        2002-3, 2002-4, 2002-5, 2003-1, 2003-2, 2003-3, 2003-4, 2004-1, 2004-2, 2004-3,
        2004-4, 2004-5, 2005-1, 2005-2, 2005-3, 2005-4, 2005-5, 2005-6, 2005-A, 2005-B,
        2005-C, and 2005-D of Popular ABS, Inc. (f/k/a Equity One ABS,
        Inc.).
 
 For
        the
        Reporting Period, the Company had in effect a fidelity bond and errors and
        omissions policy in the amounts of $65,000,000 and $25,000,000,
        respectively.
 
 
 Equity
        One, Inc.,
 a
        Delaware corporation
 
 By: /s/
        Dennis J. Lauria
 Name:  Dennis
        J.
        Lauria
 Title:
        Senior Vice President