Popular
        ABS, Inc.

      


      Depositor

      


      Equity
        One, Inc., a Delaware corporation

      


      A
        Seller
        and the Servicer

      


      Equity
        One, Incorporated 

      Equity
        One, Inc., a Minnesota corporation

      Equity
        One Consumer Loan Company, Inc., a New Hampshire corporation 

      and
        

      Popular
        Financial Services, LLC

      Sellers

      


      and

      


      Deutsche
        Bank National Trust Company

      


      Trustee

      ___________________________________

      


      


      POOLING
        AND SERVICING AGREEMENT

      Dated
        as
        of May 1, 2007

      


      __________________________________

      


      


      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-A

      


      


      
        

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      TABLE
        OF CONTENTS

      

        
          	 	
                  Page

                
	
                  PRELIMINARY
                    STATEMENT

                	
                  1

                
	 	 
	
                  ARTICLE
                    I DEFINITIONS

                	
                  12

                
	 	 
	
                  40/30
                    LOANS

                	
                  12

                
	
                  40
                    YEAR LOANS

                	
                  12

                
	
                  60+
                    DAY DELINQUENT LOAN

                	
                  12

                
	
                  ADJUSTED
                    MORTGAGE RATE

                	
                  12

                
	
                  ADJUSTED
                    NET MORTGAGE RATE

                	
                  12

                
	
                  ADVANCE

                	
                  12

                
	
                  AGGREGATE
                    CLASS B EARLY DISTRIBUTION AMOUNT

                	
                  12

                
	
                  AGREEMENT

                	
                  12

                
	
                  AMOUNT
                    HELD FOR FUTURE DISTRIBUTION

                	
                  12

                
	
                  APPLIED
                    REALIZED LOSS AMOUNT

                	
                  13

                
	
                  AVAILABLE
                    FUNDS

                	
                  13

                
	
                  AVM

                	
                  13

                
	
                  BALLOON
                    LOANS

                	
                  13

                
	
                  BANKRUPTCY
                    CODE

                	
                  13

                
	
                  BASIC
                    PRINCIPAL DISTRIBUTION AMOUNT

                	
                  13

                
	
                  BENEFICIAL
                    OWNER

                	
                  13

                
	
                  BOOK-ENTRY
                    CERTIFICATES

                	
                  13

                
	
                  BORROWER
                    RETENTION LOAN

                	
                  13

                
	
                  BUSINESS
                    DAY

                	
                  14

                
	
                  CAP
                    ACCOUNT

                	
                  14

                
	
                  CAP
                    AGREEMENT

                	
                  14

                
	
                  CAP
                    COUNTERPARTY

                	
                  14

                
	
                  CAP
                    DISTRIBUTION AMOUNT

                	
                  14

                
	
                  CAP
                    STATED TERMINATION

                	
                  14

                
	
                  CERTIFICATES

                	
                  14

                
	
                  CERTIFICATE
                    ACCOUNT

                	
                  14

                
	
                  CERTIFICATE
                    BALANCE

                	
                  14

                
	
                  CERTIFICATEHOLDER
                    OR HOLDER

                	
                  14

                
	
                  CERTIFICATE
                    REGISTER

                	
                  15

                
	
                  CERTIFICATE
                    REGISTRAR

                	
                  15

                
	
                  CLASS

                	
                  15

                
	
                  CLASS
                    A-1 CERTIFICATE

                	
                  15

                
	
                  CLASS
                    A-2 CERTIFICATE

                	
                  15

                
	
                  CLASS
                    A-3 CERTIFICATE

                	
                  15

                
	
                  CLASS
                    B-1 APPLIED REALIZED LOSS AMOUNT

                	
                  15

                
	
                  CLASS
                    B-1 CERTIFICATE

                	
                  15

                
	
                  CLASS
                    B-1 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  15

                
	
                  CLASS
                    B-1 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  16

                
	
                  CLASS
                    B-2 APPLIED REALIZED LOSS AMOUNT

                	
                  16

                
	
                  CLASS
                    B-2 CERTIFICATE

                	
                  16

                
	
                  CLASS
                    B-2 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  16

                
	
                  CLASS
                    B-2 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  16

                
	
                  CLASS
                    B-3 APPLIED REALIZED LOSS AMOUNT

                	
                  17

                
	
                  CLASS
                    B-3 CERTIFICATE

                	
                  17

                
	
                  CLASS
                    B-3 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  17

                
	
                  CLASS
                    B-3 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  17

                
	
                  CLASS
                    CERTIFICATE BALANCE

                	
                  17

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  CLASS
                    I SHORTFALLS

                	
                  17

                
	
                  CLASS
                    INTEREST SHORTFALL

                	
                  18

                
	
                  CLASS
                    M-1 APPLIED REALIZED LOSS AMOUNT

                	
                  18

                
	
                  CLASS
                    M-1 CERTIFICATE

                	
                  18

                
	
                  CLASS
                    M-1 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  18

                
	
                  CLASS
                    M-1 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  18

                
	
                  CLASS
                    M-2 APPLIED REALIZED LOSS AMOUNT

                	
                  18

                
	
                  CLASS
                    M-2 CERTIFICATE

                	
                  19

                
	
                  CLASS
                    M-2 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  19

                
	
                  CLASS
                    M-2 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  19

                
	
                  CLASS
                    M-3 APPLIED REALIZED LOSS AMOUNT

                	
                  19

                
	
                  CLASS
                    M-3 CERTIFICATE

                	
                  19

                
	
                  CLASS
                    M-3 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  19

                
	
                  CLASS
                    M-3 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  19

                
	
                  CLASS
                    M-4 APPLIED REALIZED LOSS AMOUNT

                	
                  20

                
	
                  CLASS
                    M-4 CERTIFICATE

                	
                  20

                
	
                  CLASS
                    M-4 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  20

                
	
                  CLASS
                    M-4 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  20

                
	
                  CLASS
                    M-5 APPLIED REALIZED LOSS AMOUNT

                	
                  20

                
	
                  CLASS
                    M-5 CERTIFICATE

                	
                  20

                
	
                  CLASS
                    M-5 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  20

                
	
                  CLASS
                    M-5 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  21

                
	
                  CLASS
                    M-6 APPLIED REALIZED LOSS AMOUNT

                	
                  21

                
	
                  CLASS
                    M-6 CERTIFICATE

                	
                  21

                
	
                  CLASS
                    M-6 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  21

                
	
                  CLASS
                    M-6 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  21

                
	
                  CLASS
                    M-7 APPLIED REALIZED LOSS AMOUNT

                	
                  22

                
	
                  CLASS
                    M-7 CERTIFICATE

                	
                  22

                
	
                  CLASS
                    M-7 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  22

                
	
                  CLASS
                    M-7 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  22

                
	
                  CLASS
                    M-8 APPLIED REALIZED LOSS AMOUNT

                	
                  22

                
	
                  CLASS
                    M-8 CERTIFICATE

                	
                  23

                
	
                  CLASS
                    M-8 PRINCIPAL DISTRIBUTION AMOUNT

                	
                  23

                
	
                  CLASS
                    M-8 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  23

                
	
                  CLASS
                    R CERTIFICATES

                	
                  23

                
	
                  CLASS
                    UNPAID INTEREST AMOUNTS

                	
                  23

                
	
                  CLASS
                    X CERTIFICATE

                	
                  23

                
	
                  CLOSING
                    DATE

                	
                  23

                
	
                  CLOSING
                    PLACE

                	
                  23

                
	
                  CODE

                	
                  24

                
	
                  COLLATERAL

                	
                  24

                
	
                  COLLATERAL
                    VALUE

                	
                  24

                
	
                  COMBINED
                    LOAN-TO-VALUE RATIO

                	
                  24

                
	
                  COMMISSION

                	
                  24

                
	
                  CORPORATE
                    TRUST OFFICE

                	
                  24

                
	
                  CORRESPONDING
                    CLASS

                	
                  25

                
	
                  CUSTODIAL
                    AGREEMENT

                	
                  25

                
	
                  CUSTODIAN

                	
                  25

                
	
                  CUT-OFF
                    DATE

                	
                  25

                
	
                  CUT-OFF
                    DATE POOL PRINCIPAL BALANCE

                	
                  25

                
	
                  CUT-OFF
                    DATE PRINCIPAL BALANCE

                	
                  25

                
	
                  DEFECTIVE
                    LOAN

                	
                  25

                
	
                  DEFICIENT
                    VALUATION

                	
                  25

                


        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  DEFINITIVE
                    CERTIFICATES

                	
                  25

                
	
                  DELETED
                    LOAN

                	
                  25

                
	
                  DENOMINATION

                	
                  25

                
	
                  DEPOSITOR

                	
                  25

                
	
                  DEPOSITORY

                	
                  25

                
	
                  DEPOSITORY
                    PARTICIPANT

                	
                  25

                
	
                  DETERMINATION
                    DATE

                	
                  25

                
	
                  DISTRIBUTION
                    ACCOUNT

                	
                  26

                
	
                  DISTRIBUTION
                    ACCOUNT DEPOSIT DATE

                	
                  26

                
	
                  DISTRIBUTION
                    DATE

                	
                  26

                
	
                  DUE
                    DATE

                	
                  26

                
	
                  DUE
                    PERIOD

                	
                  26

                
	
                  ELIGIBLE
                    ACCOUNT

                	
                  26

                
	
                  EQUITY
                    ONE-DELAWARE

                	
                  26

                
	
                  EQUITY
                    ONE-MINNESOTA

                	
                  26

                
	
                  EQUITY
                    ONE-NEW HAMPSHIRE

                	
                  27

                
	
                  EQUITY
                    ONE-PENNSYLVANIA

                	
                  27

                
	
                  ERISA

                	
                  27

                
	
                  ERISA
                    QUALIFYING UNDERWRITING

                	
                  27

                
	
                  ERISA-RESTRICTED
                    CERTIFICATE

                	
                  27

                
	
                  ESCROW
                    ACCOUNT

                	
                  27

                
	
                  EVENT
                    OF DEFAULT

                	
                  27

                
	
                  EXCESS
                    CASHFLOW REALIZED LOSS AMORTIZATION AMOUNT

                	
                  27

                
	
                  EXCHANGE
                    ACT

                	
                  27

                
	
                  EXCESS
                    PROCEEDS

                	
                  27

                
	
                  EXCLUDED
                    TRUST ASSETS

                	
                  28

                
	
                  EXPENSE
                    RATE

                	
                  28

                
	
                  EXTERNAL
                    TRUST

                	
                  28

                
	
                  EXTRA
                    PRINCIPAL DISTRIBUTION AMOUNT

                	
                  28

                
	
                  FDIC

                	
                  28

                
	
                  FHLMC

                	
                  28

                
	
                  FINAL
                    MATURITY DEFICIENCY

                	
                  28

                
	
                  FINAL
                    MATURITY RESERVE FUND

                	
                  28

                
	
                  FINAL
                    MATURITY RESERVE FUND ADDITION AMOUNT

                	
                  28

                
	
                  FINAL
                    MATURITY RESERVE FUND ADDITION RATE

                	
                  28

                
	
                  FIRREA

                	
                  28

                
	
                  FIXED
                    SWAP PAYMENT

                	
                  28

                
	
                  FLOATING
                    SWAP PAYMENT

                	
                  29

                
	
                  FMRF
                    DISTRIBUTION AMOUNT

                	
                  29

                
	
                  FNMA

                	
                  29

                
	
                  INDIRECT
                    PARTICIPANT

                	
                  29

                
	
                  INITIAL
                    CERTIFICATE ACCOUNT DEPOSIT

                	
                  29

                
	
                  INSURANCE
                    POLICY

                	
                  29

                
	
                  INSURANCE
                    PROCEEDS

                	
                  29

                
	
                  INSURED
                    EXPENSES

                	
                  29

                
	
                  INTEREST
                    ACCRUAL PERIOD

                	
                  29

                
	
                  INTEREST
                    DISTRIBUTION AMOUNT

                	
                  29

                
	
                  INTEREST
                    REMITTANCE AMOUNT

                	
                  29

                
	
                  INVESTMENT
                    LETTER

                	
                  30

                
	
                  LATEST
                    POSSIBLE MATURITY DATE

                	
                  30

                
	
                  LAST
                    SCHEDULED DISTRIBUTION DATE

                	
                  30

                
	
                  LIBOR

                	
                  30

                
	
                  LIBOR
                    DETERMINATION DATE

                	
                  30

                


        

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
          	
                  LIQUIDATED
                    LOAN

                	
                  30

                
	
                  LIQUIDATION
                    PROCEEDS

                	
                  30

                
	
                  LOANS

                	
                  30

                
	
                  LOAN
                    SCHEDULE

                	
                  30

                
	
                  MAJORITY
                    IN INTEREST

                	
                  31

                
	
                  MERS
                    (R)

                	
                  31

                
	
                  MERS
                    (R) SYSTEM

                	
                  31

                
	
                  MIN

                	
                  31

                
	
                  MOM
                    LOAN

                	
                  31

                
	
                  MONTHLY
                    EXCESS CASHFLOW AMOUNT

                	
                  31

                
	
                  MONTHLY
                    EXCESS INTEREST AMOUNT

                	
                  31

                
	
                  MONTHLY
                    STATEMENT

                	
                  31

                
	
                  MOODY’S

                	
                  32

                
	
                  MORTGAGE

                	
                  32

                
	
                  MORTGAGED
                    PROPERTY

                	
                  32

                
	
                  MORTGAGE
                    FILE

                	
                  32

                
	
                  MORTGAGE
                    NOTE

                	
                  32

                
	
                  MORTGAGE
                    RATE

                	
                  32

                
	
                  MORTGAGOR

                	
                  32

                
	
                  NET
                    PREPAYMENT INTEREST SHORTFALLS

                	
                  32

                
	
                  NET
                    REALIZED LOSSES

                	
                  32

                
	
                  NET
                    RECOVERY REALIZED LOSSES

                	
                  32

                
	
                  NET
                    SWAP PAYMENT

                	
                  32

                
	
                  NET
                    WAC CAP

                	
                  32

                
	
                  NET
                    WAC CAP ACCOUNT

                	
                  33

                
	
                  NET
                    WAC CAP CARRYOVER

                	
                  33

                
	
                  NET
                    WAC RATE

                	
                  33

                
	
                  NONRECOVERABLE
                    ADVANCE

                	
                  33

                
	
                  NOTICE
                    OF FINAL DISTRIBUTION

                	
                  33

                
	
                  OFFERED
                    CERTIFICATES

                	
                  33

                
	
                  OFFICER’S
                    CERTIFICATE

                	
                  33

                
	
                  OPINION
                    OF COUNSEL

                	
                  33

                
	
                  OPTIONAL
                    TERMINATION DATE

                	
                  33

                
	
                  OPTIONAL
                    TERMINATION

                	
                  34

                
	
                  ORIGINAL
                    LOAN

                	
                  34

                
	
                  OTS

                	
                  34

                
	
                  OUTSTANDING

                	
                  34

                
	
                  OUTSTANDING
                    LOAN

                	
                  34

                
	
                  OVERCOLLATERALIZATION
                    AMOUNT

                	
                  34

                
	
                  OVERCOLLATERALIZATION
                    DEFICIENCY

                	
                  34

                
	
                  OVERCOLLATERALIZATION
                    RELEASE AMOUNT

                	
                  34

                
	
                  OWNERSHIP
                    INTEREST

                	
                  35

                
	
                  PASS-THROUGH
                    RATE

                	
                  35

                
	
                  PAYING
                    AGENT

                	
                  35

                
	
                  PERCENTAGE
                    INTEREST

                	
                  35

                
	
                  PERMITTED
                    INVESTMENTS

                	
                  35

                
	
                  PERMITTED
                    TRANSFEREE

                	
                  36

                
	
                  PERSON

                	
                  36

                
	
                  PLAN

                	
                  36

                
	
                  POOL
                    PRINCIPAL BALANCE

                	
                  36

                
	
                  POPULAR
                    FINANCIAL

                	
                  37

                
	
                  PRELIMINARY
                    PROSPECTUS SUPPLEMENT

                	
                  37

                
	
                  POST-STEPDOWN
                    REMAINING PRINCIPAL DISTRIBUTION AMOUNT

                	
                  37

                


        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        
          	
                  PRE-STEPDOWN
                    REMAINING PRINCIPAL DISTRIBUTION AMOUNT

                	
                  37

                
	
                  PREPAYMENT
                    INTEREST EXCESS

                	
                  37

                
	
                  PREPAYMENT
                    INTEREST SHORTFALL

                	
                  37

                
	
                  PREPAYMENT
                    PERIOD

                	
                  37

                
	
                  PRIMARY
                    MORTGAGE INSURANCE POLICY

                	
                  37

                
	
                  PRINCIPAL
                    DISTRIBUTION AMOUNT

                	
                  37

                
	
                  PRINCIPAL
                    PREPAYMENT

                	
                  37

                
	
                  PRINCIPAL
                    PREPAYMENT IN FULL

                	
                  37

                
	
                  PRINCIPAL
                    REMITTANCE AMOUNT

                	
                  37

                
	
                  PROSPECTUS
                    SUPPLEMENT

                	
                  38

                
	
                  PUBLICLY
                    OFFERED CERTIFICATES

                	
                  38

                
	
                  PURCHASE
                    PRICE

                	
                  38

                
	
                  PTCE

                	
                  38

                
	
                  RATING
                    AGENCY

                	
                  38

                
	
                  REALIZED
                    LOSS AMOUNT

                	
                  38

                
	
                  REALIZED
                    LOSSES

                	
                  38

                
	
                  REALIZED
                    LOSS AMORTIZATION AMOUNT

                	
                  39

                
	
                  RECORD
                    DATE

                	
                  39

                
	
                  RECOVERY

                	
                  39

                
	
                  REFERENCE
                    BANKS

                	
                  39

                
	
                  REGULATION
                    AB

                	
                  39

                
	
                  REFINANCE
                    LOAN

                	
                  39

                
	
                  RELIEF
                    ACT

                	
                  39

                
	
                  RELIEF
                    ACT REDUCTIONS

                	
                  39

                
	
                  REMAINING
                    EXCESS INTEREST AMOUNT

                	
                  40

                
	
                  REMAINING
                    INTEREST REMITTANCE AMOUNT

                	
                  40

                
	
                  REMAINING
                    OVERCOLLATERALIZATION RELEASE AMOUNT

                	
                  40

                
	
                  REMAINING
                    PRINCIPAL DISTRIBUTION AMOUNT

                	
                  40

                
	
                  REMIC

                	
                  40

                
	
                  REMIC
                    1

                	
                  40

                
	
                  REMIC
                    1 REGULAR INTEREST

                	
                  40

                
	
                  REMIC
                    2

                	
                  40

                
	
                  REMIC
                    2 NET WAC CAP

                	
                  40

                
	
                  REMIC
                    2 REGULAR INTEREST

                	
                  40

                
	
                  REMIC
                    3

                	
                  40

                
	
                  REMIC
                    3 REGULAR INTEREST

                	
                  40

                
	
                  REMIC
                    CHANGE OF LAW

                	
                  41

                
	
                  REMIC
                    PROVISIONS

                	
                  41

                
	
                  REO
                    PROPERTY

                	
                  41

                
	
                  REQUEST
                    FOR RELEASE

                	
                  41

                
	
                  REQUIRED
                    INSURANCE POLICY

                	
                  41

                
	
                  RESPONSIBLE
                    OFFICER

                	
                  41

                
	
                  REUTERS
                    SCREEN LIBOR 01 PAGE

                	
                  41

                
	
                  RULE
                    144A LETTER

                	
                  41

                
	
                  SCHEDULED
                    PAYMENT

                	
                  41

                
	
                  SECOND
                    LIEN LOAN

                	
                  41

                
	
                  SECURITIES
                    ACT

                	
                  41

                
	
                  SELLERS

                	
                  41

                
	
                  SENIOR
                    CERTIFICATES

                	
                  42

                
	
                  SENIOR
                    ENHANCEMENT PERCENTAGE

                	
                  42

                
	
                  SENIOR
                    PRINCIPAL DISTRIBUTION AMOUNT

                	
                  42

                
	
                  SENIOR
                    SPECIFIED ENHANCEMENT PERCENTAGE

                	
                  42

                
	
                  SERVICER

                	
                  42

                


        

         

        
          
            
            

          

          
            v

            
              

            

          

          
            
            

          

        

         

        
          	
                  SERVICER
                    ADVANCE DATE

                	
                  42

                
	
                  SERVICING
                    ADVANCES

                	
                  42

                
	
                  SERVICING
                    AMOUNT

                	
                  42

                
	
                  SERVICING
                    CRITERIA

                	
                  42

                
	
                  SERVICING
                    FEE

                	
                  42

                
	
                  SERVICING
                    FEE RATE

                	
                  43

                
	
                  SERVICING
                    OFFICER

                	
                  43

                
	
                  S&P

                	
                  43

                
	
                  STARTUP
                    DAY

                	
                  43

                
	
                  STATED
                    PRINCIPAL BALANCE

                	
                  43

                
	
                  STEPDOWN
                    DATE

                	
                  43

                
	
                  SUBORDINATE
                    CERTIFICATES

                	
                  43

                
	
                  SUBSERVICER

                	
                  43

                
	
                  SUBSTITUTE
                    LOAN

                	
                  43

                
	
                  SUBSTITUTION
                    ADJUSTMENT AMOUNT

                	
                  44

                
	
                  SWAP
                    ACCOUNT

                	
                  44

                
	
                  SWAP
                    AGREEMENT

                	
                  44

                
	
                  SWAP
                    CLASS B-1 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS B-2 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS B-3 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS M-1 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS M-2 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS M-3 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  44

                
	
                  SWAP
                    CLASS M-4 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  45

                
	
                  SWAP
                    CLASS M-5 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  45

                
	
                  SWAP
                    CLASS M-6 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  45

                
	
                  SWAP
                    CLASS M-7 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  45

                
	
                  SWAP
                    CLASS M-8 REALIZED LOSS AMORTIZATION AMOUNT

                	
                  45

                
	
                  SWAP
                    COUNTERPARTY

                	
                  45

                
	
                  SWAP
                    COUNTERPARTY TRIGGER EVENT

                	
                  45

                
	
                  SWAP
                    DISTRIBUTION AMOUNT

                	
                  45

                
	
                  SWAP
                    EARLY TERMINATION

                	
                  45

                
	
                  SWAP
                    EXTRA PRINCIPAL DISTRIBUTION AMOUNT

                	
                  45

                
	
                  SWAP
                    LIBOR

                	
                  46

                
	
                  SWAP
                    NOTIONAL BALANCE

                	
                  46

                
	
                  SWAP
                    REALIZED LOSS AMORTIZATION AMOUNT

                	
                  46

                
	
                  SWAP
                    STATED TERMINATION

                	
                  46

                
	
                  SWAP
                    UNPAID REALIZED LOSS AMOUNT

                	
                  46

                
	
                  SWAP
                    TERMINATION PAYMENT

                	
                  46

                
	
                  TARGETED
                    OVERCOLLATERALIZATION AMOUNT

                	
                  46

                
	
                  TAX
                    MATTERS PERSON

                	
                  47

                
	
                  TAX
                    MATTERS PERSON CERTIFICATE

                	
                  47

                
	
                  TERMINATION
                    PRICE

                	
                  47

                
	
                  TRANSFER

                	
                  47

                
	
                  TRANSFER
                    AFFIDAVIT

                	
                  47

                
	
                  TRANSFEROR
                    CERTIFICATE

                	
                  47

                
	
                  TRIGGER
                    EVENT

                	
                  47

                
	
                  TRUSTEE

                	
                  48

                
	
                  TRUSTEE
                    FEE

                	
                  48

                
	
                  TRUSTEE
                    FEE RATE

                	
                  49

                
	
                  TRUST
                    FUND

                	
                  49

                
	
                  TRUSTEE
                    PERMITTED WITHDRAWAL AMOUNT

                	
                  49

                
	
                  UNPAID
                    REALIZED LOSS AMOUNT

                	
                  49

                


        

         

        
          
            
            

          

          
            vi

            
              

            

          

          
            
            

          

        

         

        
          	
                  UNDERWRITER
                    EXEMPTION

                	
                  49

                
	
                  UNDERWRITER

                	
                  49

                
	
                  VOTING
                    RIGHTS

                	
                  49

                
	 	 
	
                  ARTICLE
                    II CONVEYANCE OF LOANS; REPRESENTATIONS AND
                    WARRANTIES

                	
                  50

                
	 	 
	
                  SECTION
                    2.01. CONVEYANCE OF LOANS.

                	
                  50

                
	
                  SECTION
                    2.02. ACCEPTANCE BY TRUSTEE OF THE TRUST FUND.

                	
                  52

                
	
                  SECTION
                    2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS
                    AND THE
                    SERVICER.

                	
                  54

                
	
                  SECTION
                    2.03A. ADDITIONAL OBLIGATIONS OF EQUITY ONE-DELAWARE.

                	
                  56

                
	
                  SECTION
                    2.04. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO THE
                    LOANS

                	
                  56

                
	
                  SECTION
                    2.05. DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
                    SUBSTITUTIONS.

                	
                  56

                
	
                  SECTION
                    2.06. EXECUTION AND DELIVERY OF CERTIFICATES.

                	
                  57

                
	
                  SECTION
                    2.07. REMIC MATTERS.

                	
                  57

                
	
                  SECTION
                    2.08. COVENANTS OF THE SERVICER.

                	
                  58

                
	 	 
	
                  ARTICLE
                    III ADMINISTRATION AND SERVICING OF LOANS

                	
                  58

                
	 	 
	
                  SECTION
                    3.01. SERVICER TO SERVICE LOANS.

                	
                  58

                
	
                  SECTION
                    3.02. SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
                    SERVICERS.

                	
                  59

                
	
                  SECTION
                    3.03. RIGHTS OF THE DEPOSITOR AND THE TRUSTEE IN RESPECT OF THE
                    SERVICER.

                	
                  59

                
	
                  SECTION
                    3.04. TRUSTEE TO ACT AS SERVICER.

                	
                  60

                
	
                  SECTION
                    3.05. COLLECTION OF LOAN PAYMENTS; CERTIFICATE ACCOUNT; DISTRIBUTION
                    ACCOUNT.

                	
                  60

                
	
                  SECTION
                    3.06. PAYMENT OF TAXES, ASSESSMENTS, HAZARD INSURANCE PREMIUMS
                    AND SIMILAR
                    ITEMS; ESCROW ACCOUNTS.

                	
                  62

                
	
                  SECTION
                    3.07. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
                    THE
                    LOANS.

                	
                  63

                
	
                  SECTION
                    3.08. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND
                    DISTRIBUTION
                    ACCOUNT.

                	
                  63

                
	
                  SECTION
                    3.09. MAINTENANCE OF HAZARD INSURANCE; MAINTENANCE OF PRIMARY
                    INSURANCE
                    POLICIES.

                	
                  64

                
	
                  SECTION
                    3.10. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
                    AGREEMENTS.

                	
                  65

                
	
                  SECTION
                    3.11. REALIZATION UPON DEFAULTED LOANS; REPURCHASE AND SALE OF
                    CERTAIN
                    LOANS.

                	
                  66

                
	
                  SECTION
                    3.12. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SERVICER
                    TO BE HELD
                    FOR THE TRUSTEE.

                	
                  68

                
	
                  SECTION
                    3.13. SERVICING COMPENSATION.

                	
                  68

                
	
                  SECTION
                    3.14. ACCESS TO CERTAIN DOCUMENTATION.

                	
                  69

                
	
                  SECTION
                    3.15. ANNUAL STATEMENT AS TO COMPLIANCE.

                	
                  69

                
	
                  SECTION
                    3.16. SERVICER’S ANNUAL SERVICING STATEMENT; INDEPENDENT PUBLIC
                    ACCOUNTANTS’ ATTESTATION.

                	
                  69

                
	
                  SECTION
                    3.17. ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS.

                	
                  70

                
	
                  SECTION
                    3.18. ENGAGEMENT BY SERVICER OF AFFILIATES OR THIRD PARTY
                    VENDORS.

                	
                  70

                
	
                  SECTION
                    3.19. DELINQUENT LOANS.

                	
                  71

                
	 	 
	
                  ARTICLE
                    IIIA RESERVE FUNDS AND EXTERNAL TRUST

                	
                  71

                
	 	 
	
                  SECTION
                    3A.01. SWAP ACCOUNT AND SWAP AGREEMENT.

                	
                  71

                
	
                  SECTION
                    3A.02. CAP ACCOUNT AND CAP AGREEMENT.

                	
                  72

                
	
                  SECTION
                    3A.03. THE FINAL MATURITY RESERVE FUND.

                	
                  73

                
	
                  SECTION
                    3A.04. NET WAC CAP ACCOUNT

                	
                  74

                
	
                  SECTION
                    3A.05. EXTERNAL TRUST

                	
                  75

                
	 	 
	
                  ARTICLE
                    IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER

                	
                  75

                


        

         

        
          
            
            

          

          
            vii

            
              

            

          

          
            
            

          

        

         

        
          	
                  SECTION
                    4.01. ADVANCES.

                	
                  75

                
	
                  SECTION
                    4.02. PRIORITIES OF DISTRIBUTION AND ALLOCATION.

                	
                  75

                
	
                  SECTION
                    4.02A. RECOVERIES.

                	
                  88

                
	
                  SECTION
                    4.03. MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

                	
                  89

                
	
                  SECTION
                    4.04. REPORTING.

                	
                  92

                
	
                  SECTION
                    5.01. THE CERTIFICATES.

                	
                  92

                
	
                  SECTION
                    5.02. CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND EXCHANGE
                    OF
                    CERTIFICATES.

                	
                  93

                
	
                  SECTION
                    5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

                	
                  97

                
	
                  SECTION
                    5.04. PERSONS DEEMED OWNERS.

                	
                  97

                
	
                  SECTION
                    5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS’ NAMES AND
                    ADDRESSES.

                	
                  97

                
	
                  SECTION
                    5.06. MAINTENANCE OF OFFICE OR AGENCY.

                	
                  98

                
	 	 
	
                  ARTICLE
                    VI THE DEPOSITOR AND THE SERVICER

                	
                  98

                
	 	 
	
                  SECTION
                    6.01. RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
                    SERVICER.

                	
                  98

                
	
                  SECTION
                    6.02. MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
                    SERVICER.

                	
                  98

                
	
                  SECTION
                    6.03. LIMITATION ON LIABILITY OF THE DEPOSITOR, THE SELLERS,
                    THE SERVICER
                    AND OTHERS.

                	
                  98

                
	
                  SECTION
                    6.04. LIMITATION ON RESIGNATION OF SERVICER.

                	
                  99

                
	
                  SECTION
                    6.05. INDEMNIFICATION.

                	
                  99

                
	 	 
	
                  ARTICLE
                    VII DEFAULT

                	
                  99

                
	 	 
	
                  SECTION
                    7.01. EVENTS OF DEFAULT.

                	
                  99

                
	
                  SECTION
                    7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                	
                  101

                
	
                  SECTION
                    7.03. NOTIFICATION TO CERTIFICATEHOLDERS.

                	
                  102

                
	
                  SECTION
                    7.04. SURVIVABILITY OF SERVICER LIABILITIES.

                	
                  102

                
	 	 
	
                  ARTICLE
                    VIII CONCERNING THE TRUSTEE

                	
                  102

                
	 	 
	
                  SECTION
                    8.01. DUTIES OF TRUSTEE.

                	
                  102

                
	
                  SECTION
                    8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.

                	
                  103

                
	
                  SECTION
                    8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR LOANS.

                	
                  105

                
	
                  SECTION
                    8.04. TRUSTEE MAY OWN CERTIFICATES.

                	
                  105

                
	
                  SECTION
                    8.05. TRUSTEE’S FEES AND EXPENSES.

                	
                  105

                
	
                  SECTION
                    8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

                	
                  106

                
	
                  SECTION
                    8.07. RESIGNATION AND REMOVAL OF TRUSTEE.

                	
                  106

                
	
                  SECTION
                    8.08. SUCCESSOR TRUSTEE.

                	
                  107

                
	
                  SECTION
                    8.09. MERGER OR CONSOLIDATION OF TRUSTEE.

                	
                  107

                
	
                  SECTION
                    8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                	
                  107

                
	
                  SECTION
                    8.11. TAX MATTERS.

                	
                  108

                
	
                  SECTION
                    8.12. PERIODIC FILINGS.

                	
                  110

                
	
                  SECTION
                    8.13. APPOINTMENT OF CUSTODIANS.

                	
                  110

                
	
                  SECTION
                    8.14. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                    CERTIFICATES.

                	
                  110

                
	
                  SECTION
                    8.15. SUITS FOR ENFORCEMENT.

                	
                  111

                
	
                  SECTION
                    8.16. TRUSTEE’S ANNUAL SERVICING STATEMENT; INDEPENDENT PUBLIC
                    ACCOUNTANTS’ ATTESTATION.

                	
                  111

                
	
                  SECTION
                    8.17. ENGAGEMENT BY TRUSTEE OF AFFILIATES OR THIRD
                    PARTIES.

                	
                  112

                
	
                  SECTION
                    8.18. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.

                	
                  112

                
	 	 
	
                  ARTICLE
                    IX TERMINATION

                	
                  113

                
	 	 
	
                  SECTION
                    9.01. TERMINATION UPON LIQUIDATION OR PURCHASE OF ALL
                    LOANS.

                	
                  113

                
	
                  SECTION
                    9.02. FINAL DISTRIBUTION ON THE CERTIFICATES.

                	
                  113

                
	
                  SECTION
                    9.03. ADDITIONAL TERMINATION REQUIREMENTS.

                	
                  114

                


        

         

        
          
            
            

          

          
            viii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    X MISCELLANEOUS PROVISIONS

                	
                  115

                
	 	 
	
                  SECTION
                    10.01. AMENDMENT.

                	
                  115

                
	
                  SECTION
                    10.02. RECORDATION OF AGREEMENT; COUNTERPARTS.

                	
                  116

                
	
                  SECTION
                    10.03. GOVERNING LAW.

                	
                  116

                
	
                  SECTION
                    10.04. INTENTION OF PARTIES.

                	
                  116

                
	
                  SECTION
                    10.05. NOTICES.

                	
                  118

                
	
                  SECTION
                    10.06. SEVERABILITY OF PROVISIONS.

                	
                  119

                
	
                  SECTION
                    10.07. ASSIGNMENT.

                	
                  119

                
	
                  SECTION
                    10.08. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

                	
                  119

                
	
                  SECTION
                    10.09. INSPECTION AND AUDIT RIGHTS.

                	
                  120

                
	
                  SECTION
                    10.10. CERTIFICATES NONASSESSABLE AND FULLY PAID.

                	
                  120

                
	
                  SECTION
                    10.11. THE CLOSING.

                	
                  120

                
	
                  SECTION
                    10.12. INTERPRETATION.

                	
                  120

                
	
                  SECTION
                    10.13. MATERIAL LITIGATION; AFFILIATIONS.

                	
                  120

                
	
                  SECTION
                    10.14. NO PARTNERSHIP.

                	
                  121

                
	
                  SECTION
                    10.15. PROTECTION OF ASSETS.

                	
                  121

                
	
                  SECTION
                    10.16. EXECUTION OF SWAP AGREEMENT AND CAP AGREEMENT.

                	
                  121

                
	 	 
	
                  SCHEDULE
                    I

                	
                  S-I-1

                
	 	 
	
                  SCHEDULE
                    IIA

                	
                  S-IIA-1

                
	 	 
	
                  SCHEDULE
                    IIB

                	
                  S-IIB-1

                
	 	 
	
                  SCHEDULE
                    IIC

                	
                  S-IIC-1

                
	 	 
	
                  SCHEDULE
                    IID

                	
                  S-IID-1

                
	 	 
	
                  SCHEDULE
                    IIE

                	
                  S-IIE-1

                
	 	 
	
                  SCHEDULE
                    IIF

                	
                  S-IIF-1

                
	 	 
	
                  SCHEDULE
                    IIX

                	
                  S-IIX-1

                
	 	 
	
                  SCHEDULE
                    IIIA

                	
                  S-IIIA-1

                
	 	 
	
                  SCHEDULE
                    IIIB

                	
                  S-IIIB-1

                
	 	 
	
                  SCHEDULE
                    IIIC

                	
                  S-IIIC-1

                
	 	 
	
                  SCHEDULE
                    IIID

                	
                  S-IIID-1

                
	 	 
	
                  SCHEDULE
                    IIIE

                	
                  S-IIIE-1
                    

                
	 	 
	
                  SCHEDULE
                    IIIF

                	
                  S-IIIF-1

                
	 	 
	
                  SCHEDULE
                    IV

                	
                  IV-1

                
	 	 
	
                  SCHEDULE
                    V

                	
                  V-1

                
	 	 
	
                  SCHEDULE
                    VI

                	
                  VI-1

                


        

         

        
          
            
            

          

          
            ix

            
              

            

          

          
            
            

          

        

         

        
          	
                  SCHEDULE
                    VII

                	
                  VII-1

                
	 	 
	
                  EXHIBIT
                    A-1

                	
                  A-1-1

                
	 	 
	
                  EXHIBIT
                    A-2

                	
                  A-2-1

                
	 	 
	
                  EXHIBIT
                    A-3 

                	
                  A-3-1

                
	 	 
	
                  EXHIBIT
                    A-4 

                	
                  A-4-1

                
	 	 
	
                  EXHIBIT
                    B-1

                	
                  B-1-1

                
	 	 
	
                  EXHIBIT
                    B-2 

                	
                  B-2-1

                
	 	 
	
                  EXHIBIT
                    C

                	
                  C-1

                
	 	 
	
                  EXHIBIT
                    D

                	
                  D-1

                
	 	 
	
                  EXHIBIT
                    E

                	
                  E-1

                
	 	 
	
                  EXHIBIT
                    F

                	
                  F-1

                
	 	 
	
                  EXHIBIT
                    G

                	
                  G-1

                
	 	 
	
                  EXHIBIT
                    H

                	
                  H-1

                
	 	 
	
                  EXHIBIT
                    I

                	
                  I-1

                
	 	 
	
                  EXHIBIT
                    J

                	
                  J-1

                
	 	 
	
                  EXHIBIT
                    K

                	
                  K-1

                
	 	 
	
                  EXHIBIT
                    L

                	
                  L-1

                
	 	 
	
                  EXHIBIT
                    M

                	
                  M-1

                
	 	 
	
                  EXHIBIT
                    N

                	
                  N-1

                
	 	 
	
                  EXHIBIT
                    O

                	
                  O-1

                


        

         

        
          
            
            

          

          
            x

            
              

            

          

          
            
            

          

           

        

      

      THIS
        POOLING AND SERVICING AGREEMENT, dated as of May 1, 2007, by and among Popular
        ABS, Inc., a Delaware corporation, as depositor (the “Depositor”),
        Equity One, Inc., a Delaware corporation, as a seller (in such capacity,
        “Equity
        One-Delaware”)
        and as
        servicer (in such capacity, the “Servicer”),
        Equity One, Incorporated, a Pennsylvania corporation (“Equity
        One-Pennsylvania”),
        Popular Financial Services, LLC, a Delaware limited liability company
        (“Popular
        Financial”),
        Equity One Consumer Loan Company, Inc. a New Hampshire corporation
        (“Equity
        One-New Hampshire”),
        Equity One, Inc., a Minnesota corporation (“Equity
        One-Minnesota”
and,
        together with Equity One-Delaware, Equity One-Pennsylvania and Popular
        Financial, the “Sellers”),
        and
        Deutsche Bank National Trust Company, a banking association organized under
        the
        laws of the United States, as trustee (the “Trustee”).

      


      WITNESSETH
        THAT

      


      In
        consideration of the mutual agreements herein contained, the parties hereto
        agree as follows:

       

      PRELIMINARY
        STATEMENT

      


      The
        Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
        in return for the Certificates. As provided herein, an election shall be
        made
        that the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Swap Account,
        (iii) the Net WAC Cap Account, (iv) the Cap Agreement, (v) the Cap Account,
        (vi)
        the Final Maturity Reserve Fund and (vii) the External Trust (collectively,
        the
“Excluded Trust Assets”)) be treated for federal income tax purposes as
        comprising three real estate mortgage investment conduits under Section 860D
        of
        the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” and “REMIC
        3”). Any inconsistencies or ambiguities in this Agreement or in the
        administration of this Agreement shall be resolved in a manner that preserves
        the validity of such REMIC elections.

       

      Each
        Offered Certificate represents ownership of a regular interest in the REMIC
        3
        for purposes of the REMIC Provisions. In addition, each Offered Certificate
        represents (i) the right to receive payments with respect to any Net WAC
        Cap
        Carryover and (ii) the obligation to pay Class I Shortfalls. 

       

      The
        Class
        R Certificate represents ownership of the sole Class of residual interest
        in
        each of REMIC 1, REMIC 2, and REMIC 3.

       

      The
        Class
        X Certificate represents ownership of four regular interests in REMIC 3 as
        described in footnote (16) as well as ownership of the Excluded Trust Assets
        and
        the obligation to make Net Swap Payments to the Swap Counterparty and the
        obligation to make payments in respect of Net WAC Cap Carryover. 

       

      REMIC
        3
        shall hold as assets the uncertificated lower tier interests in REMIC 2,
        other
        than the Class R-2 interest, and each such lower tier interest is hereby
        designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets
        the uncertificated lower tier interests in REMIC 1, other than the Class
        R-1
        interest, and each such lower tier interest is hereby designated as a regular
        interest in REMIC 1. REMIC 1 shall hold as its assets the property of the
        Trust
        Fund other than the lower tier interests in REMIC 1 and REMIC 2 and the Excluded
        Trust Assets.

       

      The
        startup day for each REMIC created hereby for purposes of the REMIC Provisions
        is the Closing Date. In addition, for purposes of the REMIC Provisions, the
        latest possible maturity date for each regular interest in each REMIC created
        hereby is the Latest Possible Maturity Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      REMIC
        1

       

      The
        following table sets forth the designations, initial principal balances,
        and
        interest rates for each interest in REMIC 1, each of which (other than the
        Class
        R-1 Interest) is hereby designated as a regular interest in REMIC 1 (the
“REMIC
        1 Regular Interests”):

      

        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                
	
                  LT-F1

                	 	
                  $
                    5,137,791.00

                	 	
                  (1)

                
	
                  LT-V1

                	 	
                  $
                    5,137,791.00

                	 	
                  (2)

                
	
                  LT-F2

                	 	
                  $
                    5,112,961.50

                	 	
                  (1)

                
	
                  LT-V2

                	 	
                  $
                    5,112,961.50

                	 	
                  (2)

                
	
                  LT-F3

                	 	
                  $
                    5,195,549.00

                	 	
                  (1)

                
	
                  LT-V3

                	 	
                  $
                    5,195,549.00

                	 	
                  (2)

                
	
                  LT-F4

                	 	
                  $
                    5,269,224.50

                	 	
                  (1)

                
	
                  LT-V4

                	 	
                  $
                    5,269,224.50

                	 	
                  (2)

                
	
                  LT-F5

                	 	
                  $
                    5,302,006.50

                	 	
                  (1)

                
	
                  LT-V5

                	 	
                  $
                    5,302,006.50

                	 	
                  (2)

                
	
                  LT-F6

                	 	
                  $
                    5,267,411.00

                	 	
                  (1)

                
	
                  LT-V6

                	 	
                  $
                    5,267,411.00

                	 	
                  (2)

                
	
                  LT-F7

                	 	
                  $
                    5,294,908.50

                	 	
                  (1)

                
	
                  LT-V7

                	 	
                  $
                    5,294,908.50

                	 	
                  (2)

                
	
                  LT-F8

                	 	
                  $
                    5,149,036.00

                	 	
                  (1)

                
	
                  LT-V8

                	 	
                  $
                    5,149,036.00

                	 	
                  (2)

                
	
                  LT-F9

                	 	
                  $
                    5,022,787.00

                	 	
                  (1)

                
	
                  LT-V9

                	 	
                  $
                    5,022,787.00

                	 	
                  (2)

                
	
                  LT-F10

                	 	
                  $
                    4,957,437.50

                	 	
                  (1)

                
	
                  LT-V10

                	 	
                  $
                    4,957,437.50

                	 	
                  (2)

                
	
                  LT-F11

                	 	
                  $
                    4,780,066.50

                	 	
                  (1)

                
	
                  LT-V11

                	 	
                  $
                    4,780,066.50

                	 	
                  (2)

                
	
                  LT-F12

                	 	
                  $
                    4,690,551.00

                	 	
                  (1)

                
	
                  LT-V12

                	 	
                  $
                    4,690,551.00

                	 	
                  (2)

                
	
                  LT-F13

                	 	
                  $
                    4,549,544.50

                	 	
                  (1)

                
	
                  LT-V13

                	 	
                  $
                    4,549,544.50

                	 	
                  (2)

                
	
                  LT-F14

                	 	
                  $
                    4,464,373.50

                	 	
                  (1)

                
	
                  LT-V14

                	 	
                  $
                    4,464,373.50

                	 	
                  (2)

                
	
                  LT-F15

                	 	
                  $
                    4,329,934.00

                	 	
                  (1)

                
	
                  LT-V15

                	 	
                  $
                    4,329,934.00

                	 	
                  (2)

                
	
                  LT-F16

                	 	
                  $
                    4,224,192.50

                	 	
                  (1)

                
	
                  LT-V16

                	 	
                  $
                    4,224,192.50

                	 	
                  (2)

                
	
                  LT-F17

                	 	
                  $
                    4,147,258.00

                	 	
                  (1)

                
	
                  LT-V17

                	 	
                  $
                    4,147,258.00

                	 	
                  (2)

                
	
                  LT-F18

                	 	
                  $
                    4,022,705.50

                	 	
                  (1)

                
	
                  LT-V18

                	 	
                  $
                    4,022,705.50

                	 	
                  (2)

                
	
                  LT-F19

                	 	
                  $
                    3,947,584.00

                	 	
                  (1)

                
	
                  LT-V19

                	 	
                  $
                    3,947,584.00

                	 	
                  (2)

                
	
                  LT-F20

                	 	
                  $
                    3,831,943.50

                	 	
                  (1)

                
	
                  LT-V20

                	 	
                  $
                    3,831,943.50

                	 	
                  (2)

                
	
                  LT-F21

                	 	
                  $
                    3,877,097.50

                	 	
                  (1)

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      

        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                
	
                  LT-V21

                	 	
                  $
                    3,877,097.50

                	 	
                  (2)

                
	
                  LT-F22

                	 	
                  $
                    3,827,994.00

                	 	
                  (1)

                
	
                  LT-V22

                	 	
                  $
                    3,827,994.00

                	 	
                  (2)

                
	
                  LT-F23

                	 	
                  $
                    3,694,713.50

                	 	
                  (1)

                
	
                  LT-V23

                	 	
                  $
                    3,694,713.50

                	 	
                  (2)

                
	
                  LT-F24

                	 	
                  $
                    3,625,695.00

                	 	
                  (1)

                
	
                  LT-V24

                	 	
                  $
                    3,625,695.00

                	 	
                  (2)

                
	
                  LT-F25

                	 	
                  $
                    3,519,454.50

                	 	
                  (1)

                
	
                  LT-V25

                	 	
                  $
                    3,519,454.50

                	 	
                  (2)

                
	
                  LT-F26

                	 	
                  $
                    3,454,102.50

                	 	
                  (1)

                
	
                  LT-V26

                	 	
                  $
                    3,454,102.50

                	 	
                  (2)

                
	
                  LT-F27

                	 	
                  $
                    3,367,782.00

                	 	
                  (1)

                
	
                  LT-V27

                	 	
                  $
                    3,367,782.00

                	 	
                  (2)

                
	
                  LT-F28

                	 	
                  $
                    3,287,787.50

                	 	
                  (1)

                
	
                  LT-V28

                	 	
                  $
                    3,287,787.50

                	 	
                  (2)

                
	
                  LT-F29

                	 	
                  $
                    3,227,073.00

                	 	
                  (1)

                
	
                  LT-V29

                	 	
                  $
                    3,227,073.00

                	 	
                  (2)

                
	
                  LT-F30

                	 	
                  $
                    3,133,887.50

                	 	
                  (1)

                
	
                  LT-V30

                	 	
                  $
                    3,133,887.50

                	 	
                  (2)

                
	
                  LT-F31

                	 	
                  $
                    3,075,712.50

                	 	
                  (1)

                
	
                  LT-V31

                	 	
                  $
                    3,075,712.50

                	 	
                  (2)

                
	
                  LT-F32

                	 	
                  $
                    2,987,323.00

                	 	
                  (1)

                
	
                  LT-V32

                	 	
                  $
                    2,987,323.00

                	 	
                  (2)

                
	
                  LT-F33

                	 	
                  $
                    2,916,804.50

                	 	
                  (1)

                
	
                  LT-V33

                	 	
                  $
                    2,916,804.50

                	 	
                  (2)

                
	
                  LT-F34

                	 	
                  $
                    2,878,668.00

                	 	
                  (1)

                
	
                  LT-V34

                	 	
                  $
                    2,878,668.00

                	 	
                  (2)

                
	
                  LT-F35

                	 	
                  $
                    2,781,179.50

                	 	
                  (1)

                
	
                  LT-V35

                	 	
                  $
                    2,781,179.50

                	 	
                  (2)

                
	
                  LT-F36

                	 	
                  $
                    2,729,471.50

                	 	
                  (1)

                
	
                  LT-V36

                	 	
                  $
                    2,729,471.50

                	 	
                  (2)

                
	
                  LT-F37

                	 	
                  $
                    460,926.00

                	 	
                  (1)

                
	
                  LT-V37

                	 	
                  $
                    460,926.00

                	 	
                  (2)

                
	
                  LT-F38

                	 	
                  $
                    1,250,310.00

                	 	
                  (1)

                
	
                  LT-V38

                	 	
                  $
                    1,250,310.00

                	 	
                  (2)

                
	
                  LT-F39

                	 	
                  $
                    1,914,448.50

                	 	
                  (1)

                
	
                  LT-V39

                	 	
                  $
                    1,914,448.50

                	 	
                  (2)

                
	
                  LT-F40

                	 	
                  $
                    1,867,510.00

                	 	
                  (1)

                
	
                  LT-V40

                	 	
                  $
                    1,867,510.00

                	 	
                  (2)

                
	
                  LT-F41

                	 	
                  $
                    1,821,729.00

                	 	
                  (1)

                
	
                  LT-V41

                	 	
                  $
                    1,821,729.00

                	 	
                  (2)

                
	
                  LT-F42

                	 	
                  $
                    1,777,077.50

                	 	
                  (1)

                
	
                  LT-V42

                	 	
                  $
                    1,777,077.50

                	 	
                  (2)

                
	
                  LT-F43

                	 	
                  $
                    1,733,528.00

                	 	
                  (1)

                
	
                  LT-V43

                	 	
                  $
                    1,733,528.00

                	 	
                  (2)

                
	
                  LT-F44

                	 	
                  $
                    1,691,052.00

                	 	
                  (1)

                
	
                  LT-V44

                	 	
                  $
                    1,691,052.00

                	 	
                  (2)

                
	
                  LT-F45

                	 	
                  $
                    1,649,623.00

                	 	
                  (1)

                
	
                  LT-V45

                	 	
                  $
                    1,649,623.00

                	 	
                  (2)

                
	
                  LT-F46

                	 	
                  $
                    1,609,216.00

                	 	
                  (1)

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                
	
                  LT-V46

                	 	
                  $
                    1,609,216.00

                	 	
                  (2)

                
	
                  LT-F47

                	 	
                  $
                    1,569,804.00

                	 	
                  (1)

                
	
                  LT-V47

                	 	
                  $
                    1,569,804.00

                	 	
                  (2)

                
	
                  LT-F48

                	 	
                  $
                    1,531,353.50

                	 	
                  (1)

                
	
                  LT-V48

                	 	
                  $
                    1,531,353.50

                	 	
                  (2)

                
	
                  LT-F49

                	 	
                  $
                    1,493,860.50

                	 	
                  (1)

                
	
                  LT-V49

                	 	
                  $
                    1,493,860.50

                	 	
                  (2)

                
	
                  LT-F50

                	 	
                  $
                    1,457,291.00

                	 	
                  (1)

                
	
                  LT-V50

                	 	
                  $
                    1,457,291.00

                	 	
                  (2)

                
	
                  LT-F51

                	 	
                  $
                    1,421,622.00

                	 	
                  (1)

                
	
                  LT-V51

                	 	
                  $
                    1,421,622.00

                	 	
                  (2)

                
	
                  LT-F52

                	 	
                  $
                    1,386,831.00

                	 	
                  (1)

                
	
                  LT-V52

                	 	
                  $
                    1,386,831.00

                	 	
                  (2)

                
	
                  LT-F53

                	 	
                  $
                    1,353,040.50

                	 	
                  (1)

                
	
                  LT-V53

                	 	
                  $
                    1,353,040.50

                	 	
                  (2)

                
	
                  LT-F54

                	 	
                  $
                    1,319,933.00

                	 	
                  (1)

                
	
                  LT-V54

                	 	
                  $
                    1,319,933.00

                	 	
                  (2)

                
	
                  LT-F55

                	 	
                  $
                    1,287,621.00

                	 	
                  (1)

                
	
                  LT-V55

                	 	
                  $
                    1,287,621.00

                	 	
                  (2)

                
	
                  LT-F56

                	 	
                  $
                    1,256,245.00

                	 	
                  (1)

                
	
                  LT-V56

                	 	
                  $
                    1,256,245.00

                	 	
                  (2)

                
	
                  LT-F57

                	 	
                  $
                    1,225,480.50

                	 	
                  (1)

                
	
                  LT-V57

                	 	
                  $
                    1,225,480.50

                	 	
                  (2)

                
	
                  LT-F58

                	 	
                  $
                    1,195,822.50

                	 	
                  (1)

                
	
                  LT-V58

                	 	
                  $
                    1,195,822.50

                	 	
                  (2)

                
	
                  LT-F59

                	 	
                  $
                    1,166,616.50

                	 	
                  (1)

                
	
                  LT-V59

                	 	
                  $
                    1,166,616.50

                	 	
                  (2)

                
	
                  LT-F60

                	 	
                  $
                    1,138,089.50

                	 	
                  (1)

                
	
                  LT-V60

                	 	
                  $
                    1,138,089.50

                	 	
                  (2)

                
	
                  LT-F61

                	 	
                  $
                    1,110,263.50

                	 	
                  (1)

                
	
                  LT-V61

                	 	
                  $
                    1,110,263.50

                	 	
                  (2)

                
	
                  LT-F62

                	 	
                  $
                    1,083,083.50

                	 	
                  (1)

                
	
                  LT-V62

                	 	
                  $
                    1,083,083.50

                	 	
                  (2)

                
	
                  LT-F63

                	 	
                  $
                    1,056,609.50

                	 	
                  (1)

                
	
                  LT-V63

                	 	
                  $
                    1,056,609.50

                	 	
                  (2)

                
	
                  LT-F64

                	 	
                  $
                    1,030,783.00

                	 	
                  (1)

                
	
                  LT-V64

                	 	
                  $
                    1,030,783.00

                	 	
                  (2)

                
	
                  LT-F65

                	 	
                  $
                    1,005,595.00

                	 	
                  (1)

                
	
                  LT-V65

                	 	
                  $
                    1,005,595.00

                	 	
                  (2)

                
	
                  LT-F66

                	 	
                  $
                    981,025.50

                	 	
                  (1)

                
	
                  LT-V66

                	 	
                  $
                    981,025.50

                	 	
                  (2)

                
	
                  LT-F67

                	 	
                  $
                    957,059.00

                	 	
                  (1)

                
	
                  LT-V67

                	 	
                  $
                    957,059.00

                	 	
                  (2)

                
	
                  LT-F68

                	 	
                  $
                    933,681.50

                	 	
                  (1)

                
	
                  LT-V68

                	 	
                  $
                    933,681.50

                	 	
                  (2)

                
	
                  LT-F69

                	 	
                  $
                    910,877.00

                	 	
                  (1)

                
	
                  LT-V69

                	 	
                  $
                    910,877.00

                	 	
                  (2)

                
	
                  LT-F70

                	 	
                  $
                    888,632.00

                	 	
                  (1)

                
	
                  LT-V70

                	 	
                  $
                    888,632.00

                	 	
                  (2)

                
	
                  LT-F71

                	 	
                  $
                    866,932.50

                	 	
                  (1)

                
	
                  LT-V71

                	 	
                  $
                    866,932.50

                	 	
                  (2)

                
	
                  LT-F72

                	 	
                  $
                    845,766.00

                	 	
                  (1)

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  Class
                    Designation

                	 	
                  Initial
                    Principal Balance

                	 	
                   

                  Interest
                    Rate

                
	
                  LT-V72

                	 	
                  $
                    845,766.00

                	 	
                  (2)

                
	
                  LT-F73

                	 	
                  $
                    825,118.50

                	 	
                  (1)

                
	
                  LT-V73

                	 	
                  $
                    825,118.50

                	 	
                  (2)

                
	
                  LT-F74

                	 	
                  $
                    804,976.50

                	 	
                  (1)

                
	
                  LT-V74

                	 	
                  $
                    804,976.50

                	 	
                  (2)

                
	
                  LT-F75

                	 	
                  $
                    785,328.50

                	 	
                  (1)

                
	
                  LT-V75

                	 	
                  $
                    785,328.50

                	 	
                  (2)

                
	
                  LT-F76

                	 	
                  $
                    766,162.00

                	 	
                  (1)

                
	
                  LT-V76

                	 	
                  $
                    766,162.00

                	 	
                  (2)

                
	
                  LT-F77

                	 	
                  $
                    747,465.50

                	 	
                  (1)

                
	
                  LT-V77

                	 	
                  $
                    747,465.50

                	 	
                  (2)

                
	
                  LT-F78

                	 	
                  $
                    729,227.00

                	 	
                  (1)

                
	
                  LT-V78

                	 	
                  $
                    729,227.00

                	 	
                  (2)

                
	
                  LT-F79

                	 	
                  $
                    711,435.00

                	 	
                  (1)

                
	
                  LT-V79

                	 	
                  $
                    711,435.00

                	 	
                  (2)

                
	
                  LT-F80

                	 	
                  $
                    694,079.00

                	 	
                  (1)

                
	
                  LT-V80

                	 	
                  $
                    694,079.00

                	 	
                  (2)

                
	
                  LT-F81

                	 	
                  $
                    677,147.50

                	 	
                  (1)

                
	
                  LT-V81

                	 	
                  $
                    677,147.50

                	 	
                  (2)

                
	
                  LT-F82

                	 	
                  $
                    660,631.00

                	 	
                  (1)

                
	
                  LT-V82

                	 	
                  $
                    660,631.00

                	 	
                  (2)

                
	
                  LT-F83

                	 	
                  $
                    26,366,079.50

                	 	
                  (1)

                
	
                  LT-V83

                	 	
                  $
                    26,366,079.50

                	 	
                  (2)

                
	
                  LT-A

                	 	
                  $
                    6,568,925.56

                	 	
                  (3)

                
	
                  R-1

                	 	
                  (4)

                	 	
                  (4)

                


        
 __________________________

      	(1)  	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these REMIC 1 Regular Interests shall be
                the
                lesser of (i) the product of (a) the Fixed Rate, as that term is
                defined
                in the Swap Agreement, multiplied by (b) in the case of the first
                Distribution Date only, the quotient of 54 divided by 30, and for
                each
                Distribution Date thereafter, two, and (ii) the product of (a) the
                Net WAC
                Rate (without adjustment for the Final Maturity Reserve Fund Addition
                Rate) multiplied by (b) two.

            


       

      	(2)  	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these REMIC 1 Regular Interests shall be
                the
                excess, if any, of (i) the product of (a) the Net WAC Rate (without
                adjustment for the Final Maturity Reserve Fund Addition Rate) multiplied
                by (b) two, over (ii) the product of (a) the Fixed Rate, as that
                term is
                defined in the Swap Agreement, multiplied by (b) for the first
                Distribution Date only, the quotient of 54 divided by 30, and for
                each
                Distribution Date thereafter, two.

            


       

      	(3)  	
              For
                any Distribution Date (and the related Interest Accrual Period),
                the Net
                WAC Rate (without adjustment for the Final Maturity Reserve Fund
                Addition
                Rate). 

            


       

      	(4)  	
              The
                Class R-1 interest shall not have a principal amount and shall not
                bear
                interest. The Class R-1 interest is hereby designated as the sole
                class of
                residual interest in REMIC 1.

            


       

      On
        each
        Distribution Date, the Trustee shall distribute the aggregate Interest
        Remittance Amount first to pay fees and expenses of the trust, other than
        any
        Net Swap Payment owed to the Counterparty, and then with respect to each
        of the
        REMIC 1 Regular Interests based on the above-described interest
        rates.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      On
        each
        Distribution Date, the Trustee shall distribute the Principal Remittance
        Amount
        sequentially to the REMIC 1 Regular Interests, first to the LT- A Interest
        until
        its principal balance is reduced to zero, and then in ascending order of
        their
        numerical designation, and, with respect to each pair of REMIC 1 Regular
        Interests having the same numerical designation, in equal amounts to each
        such
        interest, until the principal balance of each such interest is reduced to
        zero.
        All losses on the Mortgage Loans shall be allocated among the REMIC 1 Regular
        Interests in the same manner that principal distributions are
        allocated.

       

      REMIC
        2

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in REMIC 2, each of which (other than the Class R-2
        interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2
        Regular Interests”):

       

      
        	
                REMIC
                  3

                Lower
                  Tier 

                Class
                  Designation

              	 	
                REMIC
                  3

                Lower
                  Tier

                Interest
                  Rate

              	 	
                Initial
                  Class 

                Principal
                  Amount

              	 	
                Corresponding
                  Class of Certificate(s)

              
	
                Class
                  LT-A1

              	 	
                (1)

              	 	
                $106,008,500.00
                  

              	 	
                Class
                  A1

              
	
                Class
                  LT-A2

              	 	
                (1)

              	 	
                $38,045,000.00
                  

              	 	
                Class
                  A2

              
	
                Class
                  LT-A3

              	 	
                (1)

              	 	
                $26,616,000.00
                  

              	 	
                Class
                  A3

              
	
                Class
                  LT-M1

              	 	
                (1)

              	 	
                $17,965,500.00
                  

              	 	
                Class
                  M1

              
	
                Class
                  LT-M2

              	 	
                (1)

              	 	
                $5,182,000.00
                  

              	 	
                Class
                  M2

              
	
                Class
                  LT-M3

              	 	
                (1)

              	 	
                $4,722,000.00
                  

              	 	
                Class
                  M3

              
	
                Class
                  LT-M4

              	 	
                (1)

              	 	
                $4,376,000.00
                  

              	 	
                Class
                  M4

              
	
                Class
                  LT-M5

              	 	
                (1)

              	 	
                $2,418,500.00
                  

              	 	
                Class
                  M5

              
	
                Class
                  LT-M6

              	 	
                (1)

              	 	
                $3,109,000.00
                  

              	 	
                Class
                  M6

              
	
                Class
                  LT-M7

              	 	
                (1)

              	 	
                $2,418,500.00
                  

              	 	
                Class
                  M7

              
	
                Class
                  LT-M8

              	 	
                (1)

              	 	
                $3,455,000.00
                  

              	 	
                Class
                  M8

              
	
                Class
                  LT-B1

              	 	
                (1)

              	 	
                $3,685,000.00
                  

              	 	
                Class
                  B1

              
	
                Class
                  LT-B2

              	 	
                (1)

              	 	
                $3,224,500.00
                  

              	 	
                Class
                  B2

              
	
                Class
                  LT-B3

              	 	
                (1)

              	 	
                $5,873,500.00
                  

              	 	
                Class
                  B3

              
	
                Class
                  LT-Accrual

              	 	
                (1)

              	 	
                $233,667,925.56
                  

              	 	
                N/A

              
	
                Class
                  LT-Reserve-IO

              	 	
                (2)

              	 	
                (2)

              	 	
                N/A

              
	
                Class
                  LT-Swap-IO

              	 	
                (3)

              	 	
                (3)

              	 	
                N/A

              
	
                Class
                  R-2

              	 	
                (4)

              	 	
                (4)

              	 	
                N/A

              


      

      __________________________

      	(1)  	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these REMIC 2 Regular Interests is a per
                annum
                rate equal to the weighted average of the interest rates on the REMIC
                1
                Regular Interests, weighted on the basis of their principal balances
                as of
                the first day of the related Interest Accrual Period, provided,
                however, that:
                (i) for any Distribution Date on which the Class LT-Swap-IO Interest
                is
                entitled to a portion of the interest accruals on a REMIC 1 Regular
                Interest having an “F” in its class designation, as described in footnote
                three below, such weighted average shall be computed by first subjecting
                the rate on such REMIC 1 Regular Interest to a cap equal to the product
                of
                (a) Swap LIBOR (determined pursuant to the Swap Agreement) multiplied
                by
                (b) 2 multiplied by (c) the quotient of the actual number of days
                in the
                Interest Accrual Period divided by 30; and (ii) for each Distribution
                Date
                on and after the Distribution Date in June 2017, the interest rate
                on each
                REMIC 1 Regular Interest shall be first reduced by the product of
                (a)
                one-twelfth of the Final Maturity Reserve Fund Addition Rate and
                (b) the
                aggregate principal balance of 40 Year Loans as of the last day of
                the
                related Due Period. 

            


       

      	(2)  	
              The
                Class LT-Reserve-IO is and interest-only class that does not have
                a
                principal balance. The Class LT-Reserve-IO has a notional balance
                that
                will at all times equal the sum of the principal balances of the
                REMIC 1
                Regular Interests and it shall accrue interest at a fixed rate of
                0.00%
                for each Distribution Date (and the related Interest Accrual Period)
                on or
                before the Distribution Date in June 2017, and for each Distribution
                Date
                on and after the Distribution Date in June 2017, shall accrue interest
                at
                a fixed rate equal to the product of (a) one-twelfth of the Final
                Maturity
                Reserve Fund Addition Rate and (b) the aggregate principal balance
                of 40
                Year Loans as of the last day of the related Due Period.
                

            


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      	(3)  	
              The
                Class LT-Swap-IO is an interest-only class that does not have a principal
                balance. For only those Distribution Dates listed in the first column
                in
                the table below, the Class LT-Swap-IO shall be entitled to interest
                accrued on the REMIC 1 Regular Interests listed in second column
                in the
                table below at a per annum rate equal to the excess, if any, of (i)
                the
                interest rate for such REMIC 1 Regular Interest for such Distribution
                Date
                over (ii) the product of (a) Swap LIBOR (determined pursuant to the
                Swap
                Agreement) multiplied by (b) 2 multiplied by (c) the quotient of
                the
                actual number of days in the Interest Accrual Period divided by
                30.

            


       

      
        	
                Distribution
                  Dates*

              	 	
                REMIC
                  1 Class Designation

              
	
                1

              	 	
                Class
                  LT-F1

              
	
                1-2

              	 	
                Class
                  LT-F2

              
	
                1-3

              	 	
                Class
                  LT-F3

              
	
                1-4

              	 	
                Class
                  LT-F4

              
	
                1-5

              	 	
                Class
                  LT-F5

              
	
                1-6

              	 	
                Class
                  LT-F6

              
	
                1-7

              	 	
                Class
                  LT-F7

              
	
                1-8

              	 	
                Class
                  LT-F8

              
	
                1-9

              	 	
                Class
                  LT-F9

              
	
                1-10

              	 	
                Class
                  LT-F10

              
	
                1-11

              	 	
                Class
                  LT-F11

              
	
                1-12

              	 	
                Class
                  LT-F12

              
	
                1-13

              	 	
                Class
                  LT-F13

              
	
                1-14

              	 	
                Class
                  LT-F14

              
	
                1-15

              	 	
                Class
                  LT-F15

              
	
                1-16

              	 	
                Class
                  LT-F16

              
	
                1-17

              	 	
                Class
                  LT-F17

              
	
                1-18

              	 	
                Class
                  LT-F18

              
	
                1-19

              	 	
                Class
                  LT-F19

              
	
                1-20

              	 	
                Class
                  LT-F20

              
	
                1-21

              	 	
                Class
                  LT-F21

              
	
                1-22

              	 	
                Class
                  LT-F22

              
	
                1-23

              	 	
                Class
                  LT-F23

              
	
                1-24

              	 	
                Class
                  LT-F24

              
	
                1-25

              	 	
                Class
                  LT-F25

              
	
                1-26

              	 	
                Class
                  LT-F26

              
	
                1-27

              	 	
                Class
                  LT-F27

              
	
                1-28

              	 	
                Class
                  LT-F28

              
	
                1-29

              	 	
                Class
                  LT-F29

              
	
                1-30

              	 	
                Class
                  LT-F30

              
	
                1-31

              	 	
                Class
                  LT-F31

              
	
                1-32

              	 	
                Class
                  LT-F32

              
	
                1-33

              	 	
                Class
                  LT-F33

              
	
                1-34

              	 	
                Class
                  LT-F34

              
	
                1-35

              	 	
                Class
                  LT-F35

              
	
                1-36

              	 	
                Class
                  LT-F36

              
	
                1-37

              	 	
                Class
                  LT-F37

              
	
                1-38

              	 	
                Class
                  LT-F38

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                Distribution
                  Dates*

              	 	
                REMIC
                  1 Class Designation

              
	
                1-39

              	 	
                Class
                  LT-F39

              
	
                1-40

              	 	
                Class
                  LT-F40

              
	
                1-41

              	 	
                Class
                  LT-F41

              
	
                1-42

              	 	
                Class
                  LT-F42

              
	
                1-43

              	 	
                Class
                  LT-F43

              
	
                1-44

              	 	
                Class
                  LT-F44

              
	
                1-45

              	 	
                Class
                  LT-F45

              
	
                1-46

              	 	
                Class
                  LT-F46

              
	
                1-47

              	 	
                Class
                  LT-F47

              
	
                1-48

              	 	
                Class
                  LT-F48

              
	
                1-49

              	 	
                Class
                  LT-F49

              
	
                1-50

              	 	
                Class
                  LT-F50

              
	
                1-51

              	 	
                Class
                  LT-F51

              
	
                1-52

              	 	
                Class
                  LT-F52

              
	
                1-53

              	 	
                Class
                  LT-F53

              
	
                1-54

              	 	
                Class
                  LT-F54

              
	
                1-55

              	 	
                Class
                  LT-F55

              
	
                1-56

              	 	
                Class
                  LT-F56

              
	
                1-57

              	 	
                Class
                  LT-F57

              
	
                1-58

              	 	
                Class
                  LT-F58

              
	
                1-59

              	 	
                Class
                  LT-F59

              
	
                1-60

              	 	
                Class
                  LT-F60

              
	
                1-61

              	 	
                Class
                  LT-F61

              
	
                1-62

              	 	
                Class
                  LT-F62

              
	
                1-63

              	 	
                Class
                  LT-F63

              
	
                1-64

              	 	
                Class
                  LT-F64

              
	
                1-65

              	 	
                Class
                  LT-F65

              
	
                1-66

              	 	
                Class
                  LT-F66

              
	
                1-67

              	 	
                Class
                  LT-F67

              
	
                1-68

              	 	
                Class
                  LT-F68

              
	
                1-69

              	 	
                Class
                  LT-F69

              
	
                1-70

              	 	
                Class
                  LT-F70

              
	
                1-71

              	 	
                Class
                  LT-F71

              
	
                1-72

              	 	
                Class
                  LT-F72

              
	
                1-73

              	 	
                Class
                  LT-F73

              
	
                1-74

              	 	
                Class
                  LT-F74

              
	
                1-75

              	 	
                Class
                  LT-F75

              
	
                1-76

              	 	
                Class
                  LT-F76

              
	
                1-77

              	 	
                Class
                  LT-F77

              
	
                1-78

              	 	
                Class
                  LT-F78

              
	
                1-79

              	 	
                Class
                  LT-F79

              
	
                1-80

              	 	
                Class
                  LT-F80

              
	
                1-81

              	 	
                Class
                  LT-F81

              
	
                1-82

              	 	
                Class
                  LT-F82

              
	
                1-83

              	 	
                Class
                  LT-F83

              


      

      


      *Refers
        to the Distribution Date set forth in the second column of the Swap Maximum
        Notional Balance Schedule set forth at Exhibit L attached hereto.

      


      	(4)  	
              The
                Class R-2 interest is the sole class of residual interests in REMIC
                2. It
                does not have an interest rate or a principal
                balance.

            


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      On
        each
        Distribution Date, interest shall be distributed on the REMIC 2 Regular
        Interests based on the above-described interest rates,
        provided,
        however,
        that
        interest that accrues on the Class LT-Accrual Interest shall be deferred
        in the
        amount required to make distributions under priority (a) below. Any interest
        so
        deferred shall itself bear interest at the interest rate for the Class
        LT-Accrual Interest. An amount equal to the interest so deferred shall be
        distributed as additional principal on the other REMIC 2 Regular Interests
        having a principal balance in the manner described under priority (a)
        below.

       

      On
        each
        Distribution Date principal shall be distributed, and Realized Losses shall
        be
        allocated, among the Lower Tier Interests in REMIC 2 in the following order
        of
        priority:

       

      
        	 	
                (a)
                  

              	
                First,
                  to the Class LT-A1, Class LT-A2, Class LT-A3, Class LT-M1, Class
                  LT-M2, Class LT-M3, Class LT-M4, Class LT-M5, Class LT-M6, Class
                  LT-M7,
                  Class LT-M8, Class LT-B1, Class LT-B2, and Class LT-B3 Interests
                  until the
                  principal balance of each such REMIC 2 Regular Interest equals
                  one-half of
                  the Class Certificate Balance of the Corresponding Class of Certificates
                  immediately after such Distribution Date;
                  and

              


      

       

      
        	 	
                (b)
                  

              	
                Second,
                  to the Class LT-Accrual Interests, any remaining
                  amounts.

              


      

       

      REMIC
        3

      


      The
        following table sets forth characteristics of the Certificates, each of which,
        except for the Class R Certificates, represents ownership of a “regular
        interest” in REMIC 3 as well as certain contractual rights and obligations,
        together with the minimum denominations and integral multiples in excess
        thereof
        in which such Classes shall be issuable (except that one Certificate of each
        Class of Certificates may be issued in a different amount and, in addition,
        one
        Class R Certificate representing the Tax Matters Person Certificate may be
        issued in a different amount):

      


      
        	 	
                Initial
                  Class Certificate Balance

              	
                Pass-Through
                  Rate(1)

              	
                Minimum
                  Denomination

              	
                Integral
                  Multiples in Excess of Minimum

              
	
                Class
                  A-1

              	
                $
                  212,017,000.00 

              	
                LIBOR
                  + 0.090% (2)

              	
                $25,000

              	
                $1

              
	
                Class
                  A-2

              	
                $
                  76,090,000.00 

              	
                LIBOR
                  + 0.250% (3)

              	
                $25,000

              	
                $1

              
	
                Class
                  A-3

              	
                $
                  53,232,000.00 

              	
                LIBOR
                  + 0.310% (4)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-1

              	
                $
                  35,931,000.00 

              	
                LIBOR
                  + 0.310% (5)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-2

              	
                $
                  10,364,000.00 

              	
                LIBOR
                  + 0.340% (6)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-3

              	
                $
                  9,444,000.00 

              	
                LIBOR
                  + 0.620% (7)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-4

              	
                $
                  8,752,000.00 

              	
                LIBOR
                  + 0.870% (8)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-5

              	
                $
                  4,837,000.00 

              	
                LIBOR
                  + 1.070% (9)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-6

              	
                $
                  6,218,000.00 

              	
                LIBOR
                  + 1.850% (10)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-7

              	
                $
                  4,837,000.00 

              	
                LIBOR
                  + 2.250% (11)

              	
                $25,000

              	
                $1

              
	
                Class
                  M-8

              	
                $
                  6,910,000.00 

              	
                LIBOR
                  + 2.250% (12)

              	
                $25,000

              	
                $1

              
	
                Class
                  B-1

              	
                $
                  7,370,000.00 

              	
                LIBOR
                  + 2.250% (13)

              	
                $25,000

              	
                $1

              
	
                Class
                  B-2

              	
                $
                  6,449,000.00 

              	
                LIBOR
                  + 2.250% (14)

              	
                $25,000

              	
                $1

              
	
                Class
                  B-3

              	
                $
                  11,747,000.00 

              	
                LIBOR
                  + 2.250% (15)

              	
                $25,000

              	
                $1

              
	
                Class
                  X

              	
                (16)

              	
                (16)

              	
                N/A

              	
                N/A

              
	
                Class
                  R

              	
                $0

              	
                N/A

              	
                N/A

              	
                N/A

              


      

      


      
        	 	
                (1)

              	
                As
                  to any Distribution Date, this rate shall equal the lesser of (a)
                  the
                  lesser of (i) the rate per annum set forth above and (ii) 14.00%,
                  and (b)
                  the Net WAC Cap. For purposes of the REMIC Provisions, the reference
                  to
                  Net WAC Cap in the preceding sentence shall be deemed to be a reference
                  to
                  the REMIC 2 Net WAC Cap. For any Distribution Date on which the
                  Pass-Through Rate for any Class of Certificates is based on the
                  Net WAC
                  Cap, the amount of interest that would have been distributable
                  on such
                  Class if the REMIC 2 Net WAC Cap had been substituted for the Net
                  WAC Cap
                  shall be treated as having actually been paid to the Holders of
                  such Class
                  and then deposited by such Holders into the Swap Account. If for
                  any
                  Distribution Date, the Pass-Through Rate for any Class of Certificates
                  exceeds the REMIC 2 Net WAC Cap, payments based on such excess
                  shall be
                  deemed to have been made from the Net WAC Cap
                  Account.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (2)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.180%.

                


        

        


        
          	 	
                  (3)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.500%.

                


        

        


        
          	 	
                  (4)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.620%.

                


        

        


        
          	 	
                  (5)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.465%.

                


        

        


        
          	 	
                  (6)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.510%.

                


        

        


        
          	 	
                  (7)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    0.930%.

                


        

        


        
          	 	
                  (8)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    1.305%.

                


        

        


        
          	 	
                  (9)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    1.605%.

                


        

        


        
          	 	
                  (10)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    2.775%.

                


        

        


        
          	 	
                  (11)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    3.375%.

                


        

        


        
          	 	
                  (12)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    3.375%.

                


        

        


        
          	 	
                  (13)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    3.375%.

                


        

        


        
          	 	
                  (14)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    3.375%.

                


        

        


        
          	 	
                  (15)

                	
                  After
                    the Optional Termination Date, this rate will increase to LIBOR
                    +
                    3.375%.

                


        

      

       

      
        	 	
                (16)

              	
                For
                  purposes of the REMIC Provisions, the Class X Certificates shall
                  have an
                  initial principal balance of $6,568,925.56 (initial overcollateralization
                  amount), and the right to receive distributions of such amount
                  in the form
                  of Overcollateralization Release Amounts represents a regular interest
                  in
                  the REMIC 3. The Class X Certificate shall also comprise 3 notional
                  components, each of which represents a regular interest in REMIC
                  3. The
                  first such component has a notional balance that will at all times
                  equal
                  the aggregate of the principal balances of the REMIC 2 Regular
                  Interests,
                  and, for each Distribution Date (and the related Accrual Period)
                  this
                  notional component shall bear interest at a per annum rate equal
                  to the
                  excess, if any, of (i) (a) the weighted average of the interest
                  rates on
                  the REMIC 2 Regular Interests (other than the Class LT-Reserve-IO
                  interest
                  and the LT-Swap-IO interest), over (ii) the product of (a) the
                  weighted
                  average of the interest rates on the REMIC 2 Regular Interests
                  (other than
                  the Class LT-Reserve-IO and LT-Swap-IO), computed for this purpose
                  by
                  subjecting the rate on the Class LT-Accrual interest to a cap of
                  0.00%,
                  and by subjecting the rate on each of the other REMIC 2 Regular
                  Interests
                  to a cap equal to the pass through rate on its Corresponding Class
                  of
                  Certificates (assuming that REMIC 2 Net WAC Cap was substituted
                  for Net
                  WAC Cap in the definition of Pass-Through Rate for such Class)
                  multiplied
                  by (b) two (2) multiplied by (c) the quotient of the actual number
                  of days
                  in the Interest Accrual Period divided by thirty (30). The second
                  notional
                  component represents the right to receive all distributions in
                  respect of
                  the Class LT-Reserve-IO interest in REMIC 2. The third notional
                  component
                  represent the right to receive all distributions in respect of
                  the Class
                  LT-Swap IO in REMIC 2. For purposes of the REMIC Provisions, the
                  Class X
                  Certificate shall represent beneficial ownership of the Excluded
                  Trust
                  Assets.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      In
        calculating interest accrued for any Interest Accrual Period on any Class
        of
        Certificates, other than the Class X Certificates, an actual/360 day-count
        convention shall be used. In calculating interest accrued on the Class X
        Certificates and any REMIC 1 Regular Interest or any REMIC 2 Regular Interest,
        a
        30/360 day-count convention shall be used.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        I

      


      DEFINITIONS

      


      Whenever
        used in this Agreement, the following words and phrases, unless the context
        otherwise requires, shall have the following meanings:

       

      40/30
        Loans

      Loans
        that are intended to have the principal balance thereof amortize over a term
        of
        forty (40) years with a required balloon payment thirty (30) years after
        origination. 

       

      40
        Year Loans

      Loans
        that have forty (40) year original terms to maturity.

       

      60+
        Day Delinquent Loan

      As
        of any
        Distribution Date, each Loan with respect to which any portion of a Scheduled
        Payment is, as of the last day of the calendar month immediately preceding
        that
        Distribution Date, 60 days or more contractually past due (assuming 30 day
        months), each Loan in foreclosure, all REO Property and each Loan for which
        the
        Mortgagor has filed for bankruptcy after the Closing Date. 

       

      Adjusted
        Mortgage Rate

      As
        to
        each Loan, and at any time, the per annum rate equal to the Mortgage Rate
        less
        the Servicing Fee Rate.

       

      Adjusted
        Net Mortgage Rate

      As
        to
        each Loan, and at any time, the per annum rate equal to the Mortgage Rate
        less
        the related Expense Rate.

       

      Advance

      The
        payment required to be made by the Servicer with respect to any Distribution
        Date pursuant to Section 4.01, the amount of any such payment being equal
        to the
        aggregate of payments of principal and interest (net of the Servicing Fee)
        on
        the Loans that were due on such Loans’ respective Due Dates in the related Due
        Period and not received as of the close of business on the Determination
        Date in
        the month of such Distribution Date, other than the aggregate amount of any
        such
        delinquent payments that the Servicer, in its good faith judgment, has
        determined would not be recoverable out of Insurance Proceeds, Liquidation
        Proceeds or otherwise from the related Loans.

       

      Aggregate
        Class B Early Distribution Amount

      As
        of any
        Distribution Date, the aggregate sum of all amounts paid to the Class B-1,
        Class
        B-2 and Class B-3 Certificates on prior Distribution Dates pursuant to clauses
        (xxxviii) through (xliii) of Section 4.02(d).

       

      Agreement

      This
        Pooling and Servicing Agreement, together with all of the exhibits and schedules
        hereto, and all amendments or supplements of any of the foregoing.

       

      Amount
        Held for Future Distribution

      As
        to any
        Distribution Date and the Offered Certificates, the aggregate amount held
        in the
        Certificate Account at the close of business on the related Determination
        Date
        on account of (a) Principal Prepayments, Liquidation Proceeds and Recoveries
        received after the Prepayment Period corresponding to such Distribution Date
        and
        (b) all Scheduled Payments due after the Loans’ respective Due Dates in the
        related Due Period.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Applied
        Realized Loss Amount

      With
        respect to (a) the Class M-1 Certificates, the Class M-1 Applied Realized
        Loss
        Amount, (b) the Class M-2 Certificates, the Class M-2 Applied Realized Loss
        Amount, (c) the Class M-3 Certificates, the Class M-3 Applied Realized Loss
        Amount, (d) the Class M-4 Certificates, the Class M-4 Applied Realized Loss
        Amount, (e) the Class M-5 Certificates, the Class M-5 Applied Realized Loss
        Amount, (f) the
        Class
        M-6 Certificates, the Class M-6 Applied Realized Loss Amount,
        (g) the
        Class M-7 Certificates, the Class M-7 Applied Realized Loss Amount, (h) the
        Class M-8 Certificates, the Class M-8 Applied Realized Loss Amount, (i) the
        Class B-1 Certificates, the Class B-1 Applied Realized Loss Amount, (j) the
        Class B-2 Certificates, the Class B-2 Applied Realized Loss Amount and (k)
        the
        Class B-3 Certificates, the Class B-3 Applied Realized Loss Amount.

       

      Available
        Funds

      As
        to any
        Distribution Date, the sum of (a) the aggregate amount held in the Certificate
        Account at the close of business on the related Determination Date net of
        the
        Amount Held for Future Distribution and net of amounts permitted to be withdrawn
        from the Certificate Account pursuant to clauses (i)-(viii), inclusive, of
        Section 3.08(a) and amounts permitted to be withdrawn from the Distribution
        Account pursuant to clauses (i) and (ii) of Section 3.08(b), (b) the amount
        of
        the related Advance, if any, (c) the aggregate of the Purchase Prices and
        Substitution Adjustment Amounts received on or before the related Distribution
        Account Deposit Date and (d) with respect to the initial Distribution Date,
        the
        Initial Certificate Account Deposit.

       

      AVM

      Automated
        Valuation Model.

       

      Balloon
        Loans

      Loans
        with balloon payments.

      


      Bankruptcy
        Code

      The
        United States Bankruptcy Reform Act of 1978, as amended, and related rules
        promulgated thereunder.

       

      Basic
        Principal Distribution Amount

      With
        respect to any Distribution Date, the amount by which (a) the Principal
        Remittance Amount for that Distribution Date exceeds (b) the
        Overcollateralization Release Amount, if any, for that Distribution
        Date.

       

      Beneficial
        Owner

      With
        respect to any Book-Entry Certificate, the Person who is the beneficial owner
        of
        such Book-Entry Certificate.

       

      Book-Entry
        Certificates

      The
        Offered Certificates.

       

      Borrower
        Retention Loan

      A
        Refinance Loan, which is not a Second Lien Loan, for which a Seller obtained
        at
        the origination of such Loan a title search in lieu of a title insurance
        policy.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Business
        Day

      Any
        day
        other than (a) a Saturday or a Sunday or (b) a day on which banking institutions
        in New York City, or in the city where the chief executive office of the
        Servicer is located, are authorized or obligated by law or executive order
        to be
        closed.

       

      Cap
        Account

      The
        account established and maintained by the Trustee pursuant to Section
        3A.02.

       

      Cap
        Agreement

      The
        letter agreement dated as of May 30, 2007 (including the ISDA Master Agreement,
        the Schedule and the Credit Support Annex incorporated by reference therein)
        which letter agreement constitutes a “Confirmation” as referenced therein
        bearing the reference number N615418N, relating to the Transaction thereunder,
        by and between the Cap Counterparty and the Trustee not in its individual
        capacity, but solely as trustee of the External Trust relating to the Popular
        ABS, Inc. Mortgage Pass-Through Certificates, Series 2007-A.

       

      Cap
        Counterparty

      Deutsche
        Bank AG, New York Branch.

       

      Cap
        Distribution Amount

      As
        defined in Section 4.02(f).

      


      Cap
        Stated Termination

      January
        25, 2018, subject to the Following Business Day Convention (as such term
        is
        defined in the Cap Agreement).

       

      Certificates

      The
        Offered Certificates, the Class R Certificates and the Class X
        Certificates.

       

      Certificate
        Account

      The
        separate Eligible Account created and maintained by the Servicer pursuant
        to
        Section 3.05 with a depository institution in the name of the Servicer for
        the benefit of the Trustee on behalf of the Certificateholders and designated
        “Certificate Account, Equity One, Inc., as trustee for the registered holders
        of
        Popular ABS, Inc., Mortgage Pass-Through Certificates Series
        2007-A.”

       

      Certificate
        Balance

      With
        respect to any Offered Certificate at any time, the maximum dollar amount
        of
        principal to which the Holder thereof is then entitled hereunder, such amount
        being equal to the Denomination thereof reduced by the sum of (a) all amounts
        previously distributed to that Offered Certificate as payments of principal,
        and
        (b) with respect to any Subordinate Certificate, that Subordinate Certificate’s
        pro rata share of the cumulative amount of Applied Realized Loss Amounts
        with
        respect to such Class for all prior Distribution Dates.

       

      Certificateholder
        or Holder

      The
        person in whose name a Certificate is registered in the Certificate Register,
        except that, solely for the purpose of giving any consent pursuant to this
        Agreement, any Certificate registered in the name of the Depositor or any
        affiliate of the Depositor shall be deemed not to be Outstanding and the
        Percentage Interest evidenced thereby shall not be taken into account in
        determining whether the requisite amount of Percentage Interests necessary
        to
        effect such consent has been obtained; provided, however, that if any such
        Person (including the Depositor) owns 100% of the Percentage Interests evidenced
        by a Class of Certificates, such Certificates shall be deemed to be Outstanding
        for purposes of any provision hereof that requires the consent of the Holders
        of
        Certificates of a particular Class as a condition to the taking of any action
        hereunder. The Trustee is entitled to rely conclusively on a certification
        of
        the Depositor or any affiliate of the Depositor in determining which
        Certificates are registered in the name of an affiliate of the
        Depositor.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Certificate
        Register

      The
        register maintained pursuant to Section 5.02.

       

      Certificate
        Registrar

      Deutsche
        Bank National Trust Company, and its successors and, if a successor certificate
        registrar is appointed hereunder, such successor.

       

      Class

      All
        Certificates bearing the same class designation as set forth in the Preliminary
        Statement.

       

      Class
        A-1 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-1 and designated as a Class A-1
        Certificate.

       

      Class
        A-2 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-1 and designated as a Class A-2
        Certificate.

       

      Class
        A-3 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-1 and designated as a Class A-3
        Certificate.

       

      Class
        B-1 Applied Realized Loss Amount

      As
        to the
        Class B-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class B-1 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class B-2 Applied Realized Loss
        Amount and the Class B-3 Applied Realized Loss Amortization Amount, in each
        case
        as of that Distribution Date.

      


      Class
        B-1 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-4 and designated as a Class B-1
        Certificate.

       

      Class
        B-1 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the Class M-2
        Certificates (after taking into account the payment of the Class M-2 Principal
        Distribution Amount on that Distribution Date), (iv) the Class Certificate
        Balance of the Class M-3 Certificates (after taking into account the payment
        of
        the Class M-3 Principal Distribution Amount on that Distribution Date), (v)
        the
        Class Certificate Balance of the Class M-4 Certificates (after taking into
        account the payment of the Class M-4 Principal Distribution Amount on that
        Distribution Date), (vi) the Class Certificate Balance of the Class M-5
        Certificates (after taking into account the payment of the Class M-5 Principal
        Distribution Amount on that Distribution Date), (vii) the Class Certificate
        Balance of the Class M-6 Certificates (after taking into account the payment
        of
        the Class M-6 Principal Distribution Amount on that Distribution Date), (viii)
        the Class Certificate Balance of the Class M-7 Certificates (after taking
        into
        account the payment of the Class M-7 Principal Distribution Amount on that
        Distribution Date), (ix) the Class Certificate Balance of the Class M-8
        Certificates (after taking into account the payment of the Class M-8 Principal
        Distribution Amount on that Distribution Date) and (x) the Class Certificate
        Balance of the Class B-1 Certificates immediately prior to that Distribution
        Date over (b) the lesser of (i) the product of (A) 89.30% and (B) the Pool
        Principal Balance as of the last day of the related Due Period and (ii) the
        Pool
        Principal Balance as of the last day of the related Due Period minus the
        product
        of (A) 0.50% and (B) the Cut-off Date Pool Principal Balance.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Class
        B-1 Realized Loss Amortization Amount

      As
        to the
        Class B-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class B-1 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xxix)
        of
        Section 4.02(d) for that Distribution Date.

       

      Class
        B-2 Applied Realized Loss Amount

      As
        to the
        Class B-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class B-2 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the Class B-3 Applied Realized Loss Amortization
        Amount as of that Distribution Date.

      


      Class
        B-2 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-4 and designated as a Class B-2
        Certificate.

       

      Class
        B-2 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the Class M-2
        Certificates (after taking into account the payment of the Class M-2 Principal
        Distribution Amount on that Distribution Date), (iv) the Class Certificate
        Balance of the Class M-3 Certificates (after taking into account the payment
        of
        the Class M-3 Principal Distribution Amount on that Distribution Date), (v)
        the
        Class Certificate Balance of the Class M-4 Certificates (after taking into
        account the payment of the Class M-4 Principal Distribution Amount on that
        Distribution Date), (vi) the Class Certificate Balance of the Class M-5
        Certificates (after taking into account the payment of the Class M-5 Principal
        Distribution Amount on that Distribution Date), (vii) the Class Certificate
        Balance of the Class M-6 Certificates (after taking into account the payment
        of
        the Class M-6 Principal Distribution Amount on that Distribution Date), (viii)
        the Class Certificate Balance of the Class M-7 Certificates (after taking
        into
        account the payment of the Class M-7 Principal Distribution Amount on that
        Distribution Date), (ix) the Class Certificate Balance of the Class M-8
        Certificates (after taking into account the payment of the Class M-8 Principal
        Distribution Amount on that Distribution Date), (x) the Class Certificate
        Balance of the Class B-1 Certificates (after taking into account the payment
        of
        the Class B-1 Principal Distribution Amount on that Distribution Date) and
        (xi)
        the Class Certificate Balance of the Class B-2 Certificates immediately prior
        to
        that Distribution Date over (b) the lesser of (i) the product of (A) 92.10%
        and
        (B) the Pool Principal Balance as of the last day of the related Due Period
        and
        (ii) the Pool Principal Balance as of the last day of the related Due Period
        minus the product of (A) 0.50% and (B) the Cut-off Date Pool Principal
        Balance.

       

      Class
        B-2 Realized Loss Amortization Amount

      As
        to the
        Class B-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class B-2 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xxxii)
        of
        Section 4.02(d) for that Distribution Date.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Class
        B-3 Applied Realized Loss Amount

      As
        to the
        Class B-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class B-3 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the Realized Loss Amount as of that Distribution
        Date.

      


      Class
        B-3 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-4 and designated as a Class B-3
        Certificate.

       

      Class
        B-3 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the Class M-2
        Certificates (after taking into account the payment of the Class M-2 Principal
        Distribution Amount on that Distribution Date), (iv) the Class Certificate
        Balance of the Class M-3 Certificates (after taking into account the payment
        of
        the Class M-3 Principal Distribution Amount on that Distribution Date), (v)
        the
        Class Certificate Balance of the Class M-4 Certificates (after taking into
        account the payment of the Class M-4 Principal Distribution Amount on that
        Distribution Date), (vi) the Class Certificate Balance of the Class M-5
        Certificates (after taking into account the payment of the Class M-5 Principal
        Distribution Amount on that Distribution Date), (vii) the Class Certificate
        Balance of the Class M-6 Certificates (after taking into account the payment
        of
        the Class M-6 Principal Distribution Amount on that Distribution Date), (viii)
        the Class Certificate Balance of the Class M-7 Certificates (after taking
        into
        account the payment of the Class M-7 Principal Distribution Amount on that
        Distribution Date), (ix) the Class Certificate Balance of the Class M-8
        Certificates (after taking into account the payment of the Class M-8 Principal
        Distribution Amount on that Distribution Date), (x) the Class Certificate
        Balance of the Class B-1 Certificates (after taking into account the payment
        of
        the Class B-1 Principal Distribution Amount on that Distribution Date), (xi)
        the
        Class Certificate Balance of the Class B-2 Certificates (after taking into
        account the payment of the Class B-2 Principal Distribution Amount on that
        Distribution Date) and (xii) the Class Certificate Balance of the Class B-3
        Certificates immediately prior to that Distribution Date over (b) the lesser
        of
        (i) the product of (A) 97.20% and (B) the Pool Principal Balance as of the
        last
        day of the related Due Period and (ii) the Pool Principal Balance as of the
        last
        day of the related Due Period minus the product of (A) 0.50% and (B) the
        Cut-off
        Date Pool Principal Balance.

       

      Class
        B-3 Realized Loss Amortization Amount

      As
        to the
        Class B-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class B-3 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xxxv)of
        Section 4.02(d) for that Distribution Date.

       

      Class
        Certificate Balance

      With
        respect to any Class of Offered Certificates and as to any Distribution Date,
        the aggregate of the Certificate Balances of all Certificates of such Class
        as
        of such date. The Class Certificate Balance of the Class R Certificates shall
        be
        zero.

       

      Class
        I Shortfalls 

      As
        defined in Section 2.07 hereof. For purposes of clarity, the aggregate Class
        I
        Shortfall for any Distribution Date shall equal the amount payable to the
        Swap
        Counterparty on such Distribution Date in excess of the amount payable with
        respect to the Class LT-Swap-IO on such Distribution Date. With respect to
        any
        Class of Offered Certificates, such shortfall will on any Distribution Date
        equal the excess, if any, of the amount of interest that would have accrued
        on
        such Class for the related Interest Accrual Period had its Pass-Through Rate
        been determined by substituting the REMIC 2 Net WAC Cap for the Net WAC Cap
        over
        the amount of interest actually accrued on such Class for such Accrual Period.
        

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Class
        Interest Shortfall

      As
        to any
        Distribution Date and any Class of Offered Certificates, the amount by which
        the
        amount described in the definition of Interest Distribution Amount for such
        Class exceeds the amount of interest actually distributed on such Class on
        such
        Distribution Date.

       

      Class
        M-1 Applied Realized Loss Amount

      As
        to the
        Class M-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-1 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-2 Applied Realized Loss
        Amount, the Class M-3 Applied Realized Loss Amount, the Class M-4 Applied
        Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class
        M-6
        Applied Realized Loss Amount, the Class M-7 Applied Realized Loss Amount,
        the
        Class M-8 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss
        Amount, the Class B-2 Applied Realized Loss Amount and the Class B-3 Applied
        Realized Loss Amount, in each case as of that Distribution Date.

       

      Class
        M-1 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-1
        Certificate.

       

      Class
        M-1 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date)
        and (ii) the Class Certificate Balance of the Class M-1 Certificates immediately
        prior to that Distribution Date over (b) the lesser of (i) the product of
        (A)
        63.80% and (B) the Pool Principal Balance as of the last day of the related
        Due
        Period and (ii) the Pool Principal Balance as of the last day of the related
        Due
        Period minus the product of (A) 0.50% and (B) the Cut-off Date Pool Principal
        Balance.

       

      Class
        M-1 Realized Loss Amortization Amount

      As
        to the
        Class M-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-1 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (v) of
        Section
        4.02(d) for that Distribution Date.

       

      Class
        M-2 Applied Realized Loss Amount

      As
        to the
        Class M-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-2 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-3 Applied Realized Loss
        Amount, the Class M-4 Applied Realized Loss Amount, the Class M-5 Applied
        Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class
        M-7
        Applied Realized Loss Amount, the Class M-8 Applied Realized Loss Amount,
        the
        Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss
        Amount and the Class B-3 Applied Realized Loss Amount, in each case as of
        that
        Distribution Date.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Class
        M-2 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-2
        Certificate.

       

      Class
        M-2 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date) and (iii) the Class Certificate Balance of the Class M-2
        Certificates immediately prior to that Distribution Date over (b) the lesser
        of
        (i) the product of (A) 68.30% and (B) the Pool Principal Balance as of the
        last
        day of the related Due Period and (ii) the Pool Principal Balance as of the
        last
        day of the related Due Period minus the product of (A) 0.50% and (B) the
        Cut-off
        Date Pool Principal Balance.

       

      Class
        M-2 Realized Loss Amortization Amount

      As
        to the
        Class M-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-2 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (viii)
        of
        Section 4.02(d) for that Distribution Date.

       

      Class
        M-3 Applied Realized Loss Amount

      As
        to the
        Class M-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-3 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-4 Applied Realized Loss
        Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied
        Realized Loss Amount, the Class M-7 Applied Realized Loss Amount, the Class
        M-8
        Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount,
        the
        Class B-2 Applied Realized Loss Amount and the Class B-3 Applied Realized
        Loss
        Amount, in each case as of that Distribution Date.

       

      Class
        M-3 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-3
        Certificate.

       

      Class
        M-3 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date) and (iv) the Class Certificate Balance
        of the
        Class M-3 Certificates immediately prior to that Distribution Date over (b)
        the
        lesser of (i) the product of (A) 72.40% and (B) the Pool Principal Balance
        as of
        the last day of the related Due Period and (ii) the Pool Principal Balance
        as of
        the last day of the related Due Period minus the product of (A) 0.50% and
        (B)
        the Cut-off Date Pool Principal Balance.

       

      Class
        M-3 Realized Loss Amortization Amount

      As
        to the
        Class M-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-3 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xi) of
        Section 4.02(d) for that Distribution Date.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Class
        M-4 Applied Realized Loss Amount

      As
        to the
        Class M-4 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-4 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-5 Applied Realized Loss
        Amount, the Class M-6 Applied Realized Loss Amount, the Class M-7 Applied
        Realized Loss Amount, the Class M-8 Applied Realized Loss Amount the Class
        B-1
        Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount
        and the
        Class B-3 Applied Realized Loss Amount, in each case as of that Distribution
        Date.

       

      Class
        M-4 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-4
        Certificate.

       

      Class
        M-4 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date), (iv) the Class Certificate Balance of
        the
        Class M-3 Certificates (after taking into account the payment of the Class
        M-3
        Principal Distribution Amount on that Distribution Date) and (v) the Class
        Certificate Balance of the Class M-4 Certificates immediately prior to that
        Distribution Date over (b) the lesser of (i) the product of (A) 76.20% and
        (B)
        the Pool Principal Balance as of the last day of the related Due Period and
        (ii)
        the Pool Principal Balance as of the last day of the related Due Period minus
        the product of (A) 0.50% and (B) the Cut-off Date Pool Principal
        Balance.

       

      Class
        M-4 Realized Loss Amortization Amount

      As
        to the
        Class M-4 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-4 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xiv) of
        Section 4.02(d) for that Distribution Date.

       

      Class
        M-5 Applied Realized Loss Amount

      As
        to the
        Class M-5 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-5 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-6 Applied Realized Loss
        Amount, Class M-7 Applied Realized Loss Amount, Class M-8 Applied Realized
        Loss
        Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
        Realized Loss Amount and the Class B-3 Applied Realized Loss Amount, in each
        case as of that Distribution Date.

       

      Class
        M-5 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-5
        Certificate.

       

      Class
        M-5 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date), (iv) the Class Certificate Balance of
        the
        Class M-3 Certificates (after taking into account the payment of the Class
        M-3
        Principal Distribution Amount on that Distribution Date), (v) the Class
        Certificate Balance of the Class M-4 Certificates (after taking into account
        the
        payment of the Class M-4 Principal Distribution Amount on that Distribution
        Date) and (vi) the Class Certificate Balance of the Class M-5 Certificates
        immediately prior to that Distribution Date over (b) the lesser of (i) the
        product of (A) 78.30% and (B) the Pool Principal Balance as of the last day
        of
        the related Due Period and (ii) the Pool Principal Balance as of the last
        day of
        the related Due Period minus the product of (A) 0.50% and (B) the Cut-off
        Date
        Pool Principal Balance.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Class
        M-5 Realized Loss Amortization Amount

      As
        to the
        Class M-5 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-5 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xvii)
        of
        Section 4.02(d) for that Distribution Date.

       

      Class
        M-6 Applied Realized Loss Amount

      As
        to the
        Class M-6 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-6 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-7 Applied Realized Loss
        Amount, the Class M-8 Applied Realized Loss Amount, the Class B-1 Applied
        Realized Loss Amount, the Class B-2 Applied Realized Loss Amount and the
        Class
        B-3 Applied Realized Loss Amount, in each case as of that Distribution
        Date.

       

      Class
        M-6 Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-6
        Certificate.

       

      Class
        M-6 Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date), (iv) the Class Certificate Balance of
        the
        Class M-3 Certificates (after taking into account the payment of the Class
        M-3
        Principal Distribution Amount on that Distribution Date), (v) the Class
        Certificate Balance of the Class M-4 Certificates (after taking into account
        the
        payment of the Class M-4 Principal Distribution Amount on that Distribution
        Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after
        taking into account the payment of the Class M-5 Principal Distribution Amount
        on that Distribution Date) and (vii) the Class Certificate Balance of the
        Class
        M-6 Certificates immediately prior to that Distribution Date over (b) the
        lesser
        of (i) the product of (A) 81.00% and (B) the Pool Principal Balance as of
        the
        last day of the related Due Period and (ii) the Pool Principal Balance as
        of the
        last day of the related Due Period minus the product of (A) 0.50% and (B)
        the
        Cut-off Date Pool Principal Balance.

       

      Class
        M-6 Realized Loss Amortization Amount

      As
        to the
        Class M-6 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-6 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xx) of
        Section 4.02(d) for that Distribution Date.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Class
        M-7
        Applied
        Realized Loss Amount

      As
        to the
        Class M-7 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-7 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class M-8 Applied Realized Loss
        Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
        Realized Loss Amount and the Class B-3 Applied Realized Loss Amount, in each
        case as of that Distribution Date.

       

      Class
        M-7
        Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-7
        Certificate.

       

      Class
        M-7
        Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date), (iv) the Class Certificate Balance of
        the
        Class M-3 Certificates (after taking into account the payment of the Class
        M-3
        Principal Distribution Amount on that Distribution Date), (v) the Class
        Certificate Balance of the Class M-4 Certificates (after taking into account
        the
        payment of the Class M-4 Principal Distribution Amount on that Distribution
        Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after
        taking into account the payment of the Class M-5 Principal Distribution Amount
        on that Distribution Date), (vii) the Class Certificate Balance of the Class
        M-6
        Certificates (after taking into account the payment of the Class M-6 Principal
        Distribution Amount on that Distribution Date) and (viii) the Class Certificate
        Balance of the Class M-7 Certificates immediately prior to that Distribution
        Date over (b) the lesser of (i) the product of (A) 83.10% and (B) the Pool
        Principal Balance as of the last day of the related Due Period and (ii) the
        Pool
        Principal Balance as of the last day of the related Due Period minus the
        product
        of (A) 0.50% and (B) the Cut-off Date Pool Principal Balance.

       

      Class
        M-7
        Realized Loss Amortization Amount

      As
        to the
        Class M-7 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-7 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xxiii)
        of
        Section 4.02(d) for that Distribution Date.

       

      Class
        M-8
        Applied
        Realized Loss Amount

      As
        to the
        Class M-8 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Class Certificate Balance thereof (after taking into account the distribution
        of
        the Principal Distribution Amount on that Distribution Date, but prior to
        the
        application of the Class M-8 Applied Realized Loss Amount, if any, on that
        Distribution Date) and (b) the excess of (i) the Realized Loss Amount as
        of that
        Distribution Date over (ii) the sum of the Class B-1 Applied Realized Loss
        Amount, the Class B-2 Applied Realized Loss Amount and the Class B-3 Applied
        Realized Loss Amount, in each case as of that Distribution Date.

       

      
        
          
          

        

        
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      Class
        M-8
        Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit A-3 and designated as a Class M-8
        Certificate.

       

      Class
        M-8
        Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the excess of (a) the sum of (i) the sum of the Class
        Certificate Balances of the Senior Certificates (after taking into account
        the
        payment of the Senior Principal Distribution Amount on that Distribution
        Date),
        (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking
        into account the payment of the Class M-1 Principal Distribution Amount on
        that
        Distribution Date), (iii) the Class Certificate Balance of the M-2 Certificates
        (after taking into account the payment of the Class M-2 Principal Distribution
        Amount on that Distribution Date), (iv) the Class Certificate Balance of
        the
        Class M-3 Certificates (after taking into account the payment of the Class
        M-3
        Principal Distribution Amount on that Distribution Date), (v) the Class
        Certificate Balance of the Class M-4 Certificates (after taking into account
        the
        payment of the Class M-4 Principal Distribution Amount on that Distribution
        Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after
        taking into account the payment of the Class M-5 Principal Distribution Amount
        on that Distribution Date), (vii) the Class Certificate Balance of the Class
        M-6
        Certificates (after taking into account the payment of the Class M-6 Principal
        Distribution Amount on that Distribution Date), (viii) the Class Certificate
        Balance of the Class M-7 Certificates (after taking into account the payment
        of
        the Class M-7 Principal Distribution Amount on that Distribution Date) and
        (ix)
        the Class Certificate Balance of the Class M-8 Certificates immediately prior
        to
        that Distribution Date over (b) the lesser of (i) the product of (A) 86.10%
        and
        (B) the Pool Principal Balance as of the last day of the related Due Period
        and
        (ii) the Pool Principal Balance as of the last day of the related Due Period
        minus the product of (A) 0.50% and (B) the Cut-off Date Pool Principal
        Balance.

       

      Class
        M-8
        Realized Loss Amortization Amount

      As
        to the
        Class M-8 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Unpaid Realized Loss Amount for the Class M-8 Certificates as of that
        Distribution Date and (b) the excess of (i) the Monthly Excess Cashflow Amount
        over (ii) the sum of the amounts described in clauses (i) through (xxvi)
        of
        Section 4.02(d) for that Distribution Date.

       

      Class
        R Certificates

      The
        certificates representing the single “residual interest” in each of REMIC 1,
        REMIC 2 and REMIC 3, substantially in the form attached hereto as Exhibit
        B-1.

       

      Class
        Unpaid Interest Amounts

      As
        to any
        Distribution Date and any Class of Offered Certificates, the amount by which
        the
        aggregate Class Interest Shortfalls for such Class on prior Distribution
        Dates
        exceeds the amount of Class Unpaid Interest Amounts distributed on such Class
        on
        prior Distribution Dates plus interest on such amount at the related
        Pass-Through Rate.

       

      Class
        X Certificate

      Any
        Certificate executed and authenticated by the Trustee substantially in the
        form
        attached hereto as Exhibit B-2 and designated as a Class X
        Certificate.

       

      Closing
        Date

      May
        30,
        2007.

       

      Closing
        Place

      The
        offices of Stradley, Ronon, Stevens & Young, LLP, 2600 One Commerce Square,
        Philadelphia, Pennsylvania 19103.

       

      
        
          
          

        

        
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      Code

      The
        Internal Revenue Code of 1986, including any successor or amendatory
        provisions.

       

      Collateral

      The
        assets constituting the Loans, the Mortgage Files, the Trust Fund and the
        External Trust, and any and all contractual, legal, equitable or other rights
        in
        connection therewith, and all proceeds thereof (but not including payments
        of
        interest and principal due and payable with respect to the Loans on or before
        the Cut-off Date).

       

      Collateral
        Value

      With
        respect to any Loan, other than Refinance Loans, an amount equal to the lesser
        of (a) the appraised value of the related Mortgaged Property based on an
        appraisal obtained by the originator from an independent fee appraiser at
        the
        time of the origination of such Loan, and (b) if the Loan was originated
        either
        in connection with the acquisition of the Mortgaged Property by the borrower
        or
        within one year after acquisition of the Mortgaged Property by the borrower,
        the
        purchase price paid by such borrower for the Mortgaged Property. In the case
        of
        Refinance Loans (a) that are not Borrower Retention Loans, the Collateral
        Value
        is the appraised value of the Mortgaged Property based upon the appraisal
        obtained at the time of refinancing and (b) that are Borrower Retention Loans,
        the Collateral Value is the value of the mortgaged property determined as
        follows (i) if the Refinance Loan is not a cash-out refinance mortgage loan,
        the
        value of the mortgaged property is typically determined using an existing
        appraisal that is no more than twenty-four months old; however, if the existing
        appraisal is more than twenty-four months old, the value of the mortgaged
        property based on the existing appraisal is validated through the use of
        an AVM
        at the time of the refinancing, and if the AVM evidences that the value of
        the
        mortgage property has materially declined, a new appraisal is required at
        the
        time of refinancing, and the value of the mortgaged property is determined
        using
        this new appraisal, and (ii) if the Refinance Loan is a cash-out refinance
        mortgage loan, the value of the mortgaged property is determined using an
        existing appraisal that is no more than twenty-four months old, and the existing
        appraisal value is validated through the use of an AVM at the time of the
        refinancing; if the AVM evidences that the value of the mortgaged property
        has
        materially declined, or if the existing appraisal is more than twenty-four
        months old, a new appraisal is required at the time of refinancing, and the
        value of the mortgaged property is determined using this new
        appraisal.

       

      Combined
        Loan-to-Value Ratio

      With
        respect to any Loan and as to any date of determination, the fraction, expressed
        as a percentage, the numerator of which is the principal balance of such
        Loan at
        the date of origination plus, in the case of a Second Lien Loan, the outstanding
        principal balance of the related first lien mortgage loan on the date of
        origination of such Second Lien Loan, and the denominator of which is the
        Collateral Value of the related Mortgaged Property.

       

      Commission

      The
        Securities and Exchange Commission.

      


      Corporate
        Trust Office

      The
        designated office of the Trustee at which (a) its corporate trust business
        with
        respect to this Agreement shall be administered is located at Deutsche Bank
        National Trust Company, 1761 East St. Andrew Place, Santa Ana, California
        92705,
        Attention: Trust Administration - PABS 2007-A and (b) Certificates may be
        presented for transfer and exchange and for purposes of presentment and
        surrender for the final distributions thereon is located at DB Services
        Tennessee, 648 Grassmere Park Rd, Nashville, TN 37211-3658, Attention: Transfer
        Unit, Popular ABS 2007-A, or such other address as the Trustee shall notify
        the
        Depositor, the Servicer, the Sellers and the Certificateholders. 

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Corresponding
        Class

      As
        defined in the Preliminary Statement.

       

      Custodial
        Agreement

      As
        defined in Section 8.13.

       

      Custodian

      As
        defined in Section 8.13.

       

      Cut-off
        Date

      May
        1,
        2007.

       

      Cut-off
        Date Pool Principal Balance

      $460,766,925.56.

       

      Cut-off
        Date Principal Balance

      As
        to any
        Loan, the Stated Principal Balance thereof as of the close of business on
        April
        30, 2007 giving effect to scheduled payments of principal and interest due
        on
        May 1, 2007, whether or not those scheduled payments have been made.


       

      Defective
        Loan

      Any
        Loan
        which is required to be repurchased pursuant to Section 2.02 or
        2.03.

       

      Deficient
        Valuation

      With
        respect to any Loan, a valuation of the related Mortgaged Property by a court of
        competent jurisdiction in an amount less than the then outstanding principal
        balance of the Loan, which valuation results from a proceeding initiated
        under
        the Bankruptcy Code.

       

      Definitive
        Certificates

      Any
        Certificate issued in lieu of a Book-Entry Certificate pursuant to Section
        5.02(e).

       

      Deleted
        Loan

      As
        defined in Section 2.03(c).

       

      Denomination

      With
        respect to each Offered Certificate, Class X Certificate or Class R Certificate,
        the amount set forth on the face thereof as the “Initial Certificate Balance of
        this Certificate” or the “Percentage Interest.”

       

      Depositor

      Popular
        ABS, Inc., a Delaware corporation, or its successor in interest.

       

      Depository

      The
        initial Depository shall be The Depository Trust Company, the nominee of
        which
        is Cede & Co., as the registered Holder of the Book-Entry Certificates. The
        Depository shall at all times be a “clearing corporation” as defined in Section
        8-102(a)(5) of the Uniform Commercial Code of the State of New
        York.

       

      Depository
        Participant

      A
        broker,
        dealer, bank or other financial institution or other Person for whom from
        time
        to time a Depository effects book-entry transfers and pledges of securities
        deposited with the Depository.

       

      Determination
        Date

      As
        to any
        Distribution Date, the 21st day of each month or, if such day is not a Business
        Day, the next preceding Business Day; provided, however, that the Determination
        Date in each month will be at least two Business Days preceding the related
        Distribution Date.

       

      
        
          
          

        

        
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      Distribution
        Account

      The
        separate Eligible Account created and maintained by the Trustee pursuant
        to
        Section 3.05 in the name of the Trustee for the benefit of the
        Certificateholders and designated “Distribution Account, Deutsche Bank National
        Trust Company, as trustee for the registered holders of Popular ABS, Inc.
        Mortgage Pass-Through Certificates, Series 2007-A.” Funds in the Distribution
        Account shall be held uninvested in trust for the Certificateholders for
        the
        uses and purposes set forth in this Agreement.

       

      Distribution
        Account Deposit Date

      As
        to any
        Distribution Date, 9:00 a.m. New York City time on the Business Day immediately
        preceding such Distribution Date.

       

      Distribution
        Date

      The
        25th
        day of each calendar month after the initial issuance of the Certificates,
        or if
        such day is not a Business Day, the next succeeding Business Day, commencing
        on
        June 25, 2007.

       

      Due
        Date

      With
        respect to any Loan, the date on which scheduled payments of interest and/or
        principal are due thereon, which date is a set day, but not necessarily the
        first day, of each month.

       

      Due
        Period

      With
        respect to any Distribution Date, the period beginning on the second day
        of the
        calendar month preceding the calendar month in which that Distribution Date
        occurs and ending at the close of business on the first day of the month
        in
        which that Distribution Date occurs.

       

      Eligible
        Account

      Any
        of
        (a) an account or accounts maintained with a federal or state chartered
        depository institution or trust company, the short-term unsecured debt
        obligations of which (or, in the case of a depository institution or trust
        company that is the principal subsidiary of a holding company, the debt
        obligations of such holding company) have the highest short-term ratings
        of each
        Rating Agency at the time any amounts are held on deposit therein, or (b)
        an
        account or accounts in a depository institution or trust company in which
        such
        accounts are insured by the FDIC (to the limits established by the FDIC)
        and the
        uninsured deposits in which accounts are otherwise secured such that, as
        evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
        Agency, the Certificateholders have a claim with respect to the funds in
        such
        account or a perfected first priority security interest against any collateral
        (which shall be limited to Permitted Investments) securing such funds that
        is
        superior to claims of any other depositors or creditors of the depository
        institution or trust company in which such account is maintained, or (c)
        a trust
        account or accounts maintained with (i) the trust department of a federal
        or
        state chartered depository institution or (ii) a trust company, acting in
        its
        fiduciary capacity or (d) any other account acceptable to each Rating Agency,
        as
        evidenced by a letter from such Rating Agency to the Trustee, without reduction
        or withdrawal of the then current ratings of the Certificates. Eligible Accounts
        may bear interest, and may include, if otherwise qualified under this
        definition, accounts maintained with the Trustee.

      


      Equity
        One-Delaware

      Equity
        One, Inc., a Delaware corporation.

       

      Equity
        One-Minnesota

      Equity
        One, Inc., a Minnesota corporation.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Equity
        One-New Hampshire

      Equity
        One Consumer Loan Company, Inc., a New Hampshire corporation.

       

      Equity
        One-Pennsylvania

      Equity
        One, Incorporated, a Pennsylvania corporation.

       

      ERISA

      The
        Employee Retirement Income Security Act of 1974, as amended.

       

      ERISA
        Qualifying Underwriting

      A
        best
        efforts or firm commitment underwriting or private placement that meets the
        requirements (without regard to the ratings requirement or other requirements
        that the securities or the investor must satisfy) of the Underwriter Exemption,
        or any substantially similar administrative exemption granted by the U.S.
        Department of Labor.

       

      ERISA-Restricted
        Certificate

      Any
        of
        the Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates,
        Class X Certificates or Class R Certificates; any Certificate of a Class
        that
        ceases to satisfy the applicable rating requirements of the Underwriter
        Exemption.

       

      Escrow
        Account

      The
        Eligible Account or Eligible Accounts established and maintained by the Servicer
        pursuant to Section 3.06(a).

       

      Event
        of Default

      As
        defined in Section 7.01.

       

      Excess
        Cashflow Realized Loss Amortization Amount

      With
        respect to, (a) the Class M-1 Certificates, the Class M-1 Realized Loss
        Amortization Amount, (b) the Class M-2 Certificates, the Class M-2 Realized
        Loss
        Amortization Amount, (c) the Class M-3 Certificates, the Class M-3 Realized
        Loss
        Amortization Amount, (d) the Class M-4 Certificates, the Class M-4 Realized
        Loss
        Amortization Amount, (e) the Class M-5 Certificates, the Class M-5 Realized
        Loss
        Amortization Amount, (f) the Class M-6 Certificates, the Class M-6 Realized
        Loss
        Amortization Amount, (g) the Class M-7 Certificates, the Class M-7 Realized
        Loss
        Amortization Amount, (h) the Class M-8 Certificates, the Class M-8 Realized
        Loss
        Amortization Amount, (i) the Class B-1 Certificates, the Class B-1 Realized
        Loss
        Amortization Amount, (j) the Class B-2 Certificates, the Class B-2 Realized
        Loss
        Amortization Amount and (k) the Class B-3 Certificates, the Class B-3 Realized
        Loss Amortization Amount.

      


      Exchange
        Act

      The
        Securities Exchange Act of 1934, as amended.

       

      Excess
        Proceeds

      With
        respect to any Liquidated Loan, the amount, if any, by which the sum of any
        Liquidation Proceeds of such Loan received in the calendar month in which
        such
        Loan became a Liquidated Loan, net of any amounts previously reimbursed to
        the
        Servicer as Nonrecoverable Advance(s) with respect to such Loan pursuant
        to
        Section 3.08(a)(iii), exceeds (a) the unpaid principal balance of such
        Liquidated Loan as of the Due Date in the calendar month in which such Loan
        became a Liquidated Loan plus (b) accrued interest at the Mortgage Rate from
        the
        Due Date as to which interest was last paid or advanced (and not reimbursed)
        to
        Certificateholders up to the Due Date in the calendar month in which such
        Loan
        became a Liquidated Loan.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      Excluded
        Trust Assets

      As
        defined in the Preliminary Statement.

       

      Expense
        Rate

      As
        to
        each Loan, the sum of (a) the Servicing Fee Rate, (b) the Trustee Fee Rate
        and
        (c) on the Distribution Date in June 2017 (the 121st Distribution Date) and
        each
        Distribution Date thereafter, if a Final Maturity Deficiency exists on that
        Distribution Date, a per annum rate equal to the product of (a) the Final
        Maturity Reserve Fund Addition Rate and (b) the quotient of (i) the aggregate
        principal balance of 40 Year Loans as of the last day of the related Due
        Period,
        divided by (ii) the aggregate principal balance of the Loans as of the last
        day
        of the related Due Period.

       

      External
        Trust

      As
        defined in Section 3A.05.

      


      Extra
        Principal Distribution Amount

      As
        of any
        Distribution Date, the lesser of (a) the Monthly Excess Interest Amount for
        that
        Distribution Date and (b) the Overcollateralization Deficiency for that
        Distribution Date.

       

      FDIC

      The
        Federal Deposit Insurance Corporation, or any successor thereto.

       

      FHLMC

      The
        Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
        United States created and existing under Title III of the Emergency Home
        Finance
        Act of 1970, as amended, or any successor thereto.

       

      Final
        Maturity Deficiency 

      With
        respect to any Distribution Date, if (a) the aggregate principal balance
        of 40
        Year Loans as of the last day of the related Due Period exceeds (b) the notional
        balance for that Distribution Date set forth on the schedule attached hereto
        as
        Exhibit O.

       

      Final
        Maturity Reserve Fund

      The
        account established and maintained by the Trustee pursuant to Section
        3A.03.

       

      Final
        Maturity Reserve Fund Addition Amount

      (a)
        For
        any Distribution Date prior to the Distribution Date in June 2017 (the 121st
        Distribution Date), zero, and (b) for the Distribution Date in June 2017
        and
        each Distribution Date thereafter, if a Final Maturity Deficiency exists,
        an
        amount equal to the product of (i) one-twelfth of the Final Maturity Reserve
        Fund Addition Rate and (ii) the aggregate principal balance of 40 Year Loans
        as
        of the last day of the related Due Period.

      


      Final
        Maturity Reserve Fund Addition Rate

      As
        to any
        Distribution Date, 0.800% per annum.

       

      FIRREA

      The
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989.

       

      Fixed
        Swap Payment

      As
        to any
        Distribution Date, a fixed amount equal to the product of (a) the Fixed Rate
        (as
        defined in the Swap Agreement), (b) the Swap Notional Balance and (c) a
        fraction, the numerator of which is 30 (or, for the first Fixed Rate Payer
        Payment Date, the number of days elapsed from the Closing Date to but excluding
        the first Fixed Rate Payer Payment Date), and the denominator of which is
        360.

       

      
        
          
          

        

        
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      Floating
        Swap Payment

      As
        to any
        Distribution Date, a floating amount equal to the product of (a) Swap LIBOR,
        (b)
        the Swap Notional Balance and (c) a fraction, the numerator of which is the
        actual number of days elapsed from and including the previous Floating Rate
        Payer Payment Date (as defined in the Swap Agreement) to but excluding the
        current Floating Rate Payer Payment Date (or, for the first Floating Rate
        Payer
        Payment Date, the actual number of days elapsed from the Closing Date to
        but
        excluding the first Floating Rate Payer Payment Date), and the denominator
        of
        which is 360.

       

      FMRF
        Distribution Amount

      As
        defined in Section 4.02(i).

      


      FNMA

      Fannie
        Mae, a federally chartered and privately owned corporation organized and
        existing under the Federal National Mortgage Association Charter Act, or
        any
        successor thereto.

       

      Indirect
        Participant

      A
        broker,
        dealer, bank or other financial institution or other Person that clears through
        or maintains a custodial relationship with a Depository
        Participant.

       

      Initial
        Certificate Account Deposit

      As
        defined in Section 2.01(a).

       

      Insurance
        Policy

      With
        respect to any Loan included in the Trust Fund, any insurance policy, and
        including all riders and endorsements thereto in effect, including any
        replacement policy or policies for any Insurance Policies.

       

      Insurance
        Proceeds

      Proceeds
        paid by an insurer pursuant to any Insurance Policy, in each case other than
        any
        amount included in such Insurance Proceeds in respect of Insured
        Expenses.

       

      Insured
        Expenses

      Expenses
        covered by an Insurance Policy.

       

      Interest
        Accrual Period

      With
        respect to the Offered Certificates and any Distribution Date, the period
        commencing on the Distribution Date in the calendar month prior to the month
        of
        such Distribution Date (or on the Closing Date with respect to the first
        Distribution Date) and ending on the day preceding such Distribution Date.
        With
        respect to the Class X Certificates and each of the REMIC 1 Regular Interests
        and REMIC 2 Regular Interests and any Distribution Date, the calendar month
        preceding such Distribution Date.

       

      Interest
        Distribution Amount

      With
        respect to any Distribution Date and each Class of the Offered Certificates,
        the
        amount of interest accrued during the related Interest Accrual Period at
        the
        Pass-Through Rate for such Class on the related Class Certificate Balance,
        reduced by such Class’ pro rata share of the amount of (a) Net Prepayment
        Interest Shortfalls and (b) Relief Act Reductions incurred on the Loans during
        the related Due Period (each such Class’ pro rata share to be based on the
        amount of interest to which such Class would have been entitled notwithstanding
        such Net Prepayment Interest Shortfalls and Relief Act Reductions).

       

      Interest
        Remittance Amount

      With
        respect to any Determination Date, the sum, without duplication, of (a) all
        interest collected or advanced on the Loans during the related Due Period
        and
        (b) the portion of any Substitution Adjustment Amount, Termination Price,
        Purchase Price, or Liquidation Proceeds, relating to interest and received
        during the related Prepayment Period.

       

      
        
          
          

        

        
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      Investment
        Letter

      As
        defined in Section 5.02(b).

       

      Latest
        Possible Maturity Date

      The
        Distribution Date following the third anniversary of the scheduled maturity
        date
        of the Loan having the latest scheduled maturity date as of the Cut-off
        Date.

       

      Last
        Scheduled Distribution Date

      The
        Distribution Date in June 2037.

       

      LIBOR

      As
        of any
        LIBOR Determination Date, the London interbank offered rate for one-month
        United
        States dollar deposits which appears in the Reuters
        Screen LIBOR 01 Page
        as of
        11:00 a.m., London time, on that date. If the rate does not appear on Reuters
        Screen LIBOR 01 Page, the rate for that day will be determined on the basis
        of
        the rates at which deposits in United States dollars are offered by the
        Reference Banks at approximately 11:00 a.m. (London time), on that day to
        prime
        banks in the London interbank market. The Trustee will request the principal
        London office of each of the Reference Banks to provide a quotation of its
        rate.
        If at least two quotations are provided, the rate for that day will be the
        arithmetic mean of the quotations (rounded upwards if necessary to the nearest
        whole multiple of 1/16%). If fewer than two quotations are provided as
        requested, the rate for that day will be the arithmetic mean of the rates
        quoted
        by major banks in New York City, selected by the Trustee in consultation
        with
        the Servicer, at approximately 11:00 a.m. (New York City time) on that day
        for
        loans in United States dollars to leading European banks.

       

      LIBOR
        Determination Date

      With
        respect to any Interest Accrual Period for the Offered Certificates, the
        second
        London business day preceding the commencement of such Interest Accrual Period.
        For purposes of determining LIBOR, a “London business day” is any day on which
        dealings in deposits of United States dollars are transacted in the London
        interbank market.

       

      Liquidated
        Loan

      With
        respect to any Distribution Date, a defaulted Loan (including any REO Property)
        that was liquidated in the related Prepayment Period Date and as to which
        the
        Servicer has determined (in accordance with this Agreement) that it has received
        all amounts it expects to receive in connection with the liquidation of such
        Loan, including the final disposition of an REO Property.

       

      Liquidation
        Proceeds

      Amounts,
        including Insurance Proceeds, received in connection with the partial or
        complete liquidation of defaulted Loans, whether through trustee’s sale,
        foreclosure sale or otherwise or amounts received in connection with any
        condemnation or partial release of a Mortgaged Property and any other proceeds
        received in connection with an REO Property other than Recoveries, less the
        Servicing Amount applicable to such defaulted Loans.

       

      Loans

      The
        mortgage loans identified on the Loan Schedule.

       

      Loan
        Schedule

      As
        of any
        date, the list of Loans included in the Trust Fund on such date, attached
        hereto
        as Schedule I (as from time to time amended by the Servicer to reflect the
        addition of Substitute Loans and the deletion of Deleted Loans pursuant to
        the
        provisions of this Agreement), setting forth the following information with
        respect to each Loan:

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (a)

                	
                  the
                    loan number;

                


        

        


        
          	 	
                  (b)

                	
                  the
                    Mortgagor’s name and the state in which the Mortgaged Property is located,
                    including the zip code;

                


        

        


        
          	 	
                  (c)

                	
                  the
                    maturity date;

                


        

        


        
          	 	
                  (d)

                	
                  the
                    Cut-off Date Principal Balance;

                


        

        


        
          	 	
                  (e)

                	
                  the
                    first payment date of the Loan;

                


        

        


        
          	 	
                  (f)

                	
                  lien
                    position (either first or second);

                


        

        


        
          	 	
                  (g)

                	
                  the
                    Scheduled Payment in effect as of the Cut-off Date;
                    

                


        

        


        
          	 	
                  (h)

                	
                  the
                    current Mortgage Rate; 

                


        

        


        
          	 	
                  (i)

                	
                  the
                    principal balance of the Loan at origination;
                    and

                


        

        


        
          	 	
                  (j)

                	
                  if
                    applicable, the MIN assigned to such
                    Loan.

                


        

         

      

      Majority
        in Interest

      As
        to
        each Class of Offered Certificates, the Holders of Certificates of such Class
        evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced
        by all Certificates of such Class.

       

      MERS
        (R)

      Mortgage
        Electronic Registration Systems, Inc., or its successors in
        interest.

      


      MERS
        (R) System

      That
        certain electronic registry system maintained by MERSCORP, Inc., or its
        successors

      in
        interest.

      


      MIN

      The
        Mortgage Identification Number assigned by MERS (R) to a MOM Loan.

      


      MOM
        Loan

      Any
        Loan
        as to which MERS (R) is acting as mortgagee solely as nominee for the


      originator
        of such Loan and its successors and assigns.

      


      Monthly
        Excess Cashflow Amount

      The
        sum
        of the Monthly Excess Interest Amount, the Overcollateralization Release
        Amount
        and the Remaining Principal Distribution Amount.

       

      Monthly
        Excess Interest Amount 

      As
        to any
        Distribution Date, an amount equal to any Remaining Interest Remittance Amount
        remaining after the distributions set forth in clauses (ii)(A) through (ii)(K)
        of Section 4.02(a).

       

      Monthly
        Statement

      The
        statement prepared by the Trustee pursuant to Section 4.03.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      Moody’s

      Moody’s
        Investors Service, Inc., or any successor thereto. For purposes of Section
        10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service,
        Inc., 99 Church Street, New York, New York 10007, Attention: Residential
        Mortgage Monitoring Department, or such other address as Moody’s may hereafter
        furnish to the Depositor or the Servicer.

       

      Mortgage

      The
        mortgage, deed of trust or other instrument creating a first lien on an estate
        in fee simple or leasehold interest in real property securing a Mortgage
        Note.

       

      Mortgaged
        Property

      The
        underlying property securing a Loan.

       

      Mortgage
        File

      The
        mortgage documents listed in Section 2.01 hereof pertaining to a particular
        Loan
        and any additional documents delivered to the Trustee to be added to the
        Mortgage File pursuant to this Agreement.

       

      Mortgage
        Note

      The
        original executed note or other evidence of indebtedness evidencing the
        indebtedness of a Mortgagor under a Loan, together with any amendment or
        modification thereto.

       

      Mortgage
        Rate

      The
        annual rate of interest borne by a Mortgage Note as set forth
        therein.

       

      Mortgagor

      The
        obligor(s) on a Mortgage Note.

       

      Net
        Prepayment Interest Shortfalls

      As
        to any
        Distribution Date, the amount by which the aggregate of Prepayment Interest
        Shortfalls during the related Prepayment Period exceeds an amount equal to
        the
        aggregate Servicing Fee for such Distribution Date before reduction of the
        Servicing Fee in respect of such Prepayment Interest Shortfalls.

       

      Net
        Realized Losses 

      For
        any
        Class of Subordinated Certificates and any Distribution Date, the excess
        of (a)
        the amount of unreimbursed Realized Losses previously allocated to that Class
        over (b) the sum of (i) the amount of any increases to the Class Certificate
        Balance of that Class pursuant to Section 4.02A due to Recoveries and (ii)
        Realized Loss Amortization Amounts previously distributed to such
        Class.

       

      Net
        Recovery Realized Losses

      For
        any
        Class of Subordinated Certificates and any Distribution Date, the excess
        of Net
        Realized Losses for such Distribution Date over the Realized Loss Amortization
        Amount distributed to that Class on that Distribution Date.

       

      Net
        Swap Payment

      As
        to any
        Distribution Date in the case of payments to be made by (a) the External
        Trust
        to the Swap Counterparty, the excess, if any, of, (i) the Fixed Swap Payment
        over (ii) the Floating Swap Payment and (b) the Swap Counterparty to the
        External Trust, the excess, if any, of (i) the Floating Swap Payment over
        (ii)
        the Fixed Swap Payment.

       

      Net
        WAC Cap

      As
        to any
        Distribution Date, the per annum rate equal to the product of (a) the excess
        if
        any, of (i) the Net WAC Rate, over (ii) the percentage equivalent of the
        quotient obtained by dividing (A) the product of (1) the sum of (x) the Net
        Swap
        Payment, if any, owed to the Swap Counterparty for that Distribution Date
        and
        (y) the Swap Termination Payment (other than any Swap Termination Payment
        resulting from a Swap Counterparty Trigger Event), if any, owed to the Swap
        Counterparty for that Distribution Date, and (2) 12, by (B) the aggregate
        principal balance of the Loans as of the first day of the related Due Period,
        and (b) the quotient obtained by dividing 30 by the actual number of days
        elapsed in the related Interest Accrual Period.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      Net
        WAC Cap Account

      The
        account established and maintained pursuant to Section 3A.04.

       

      Net
        WAC Cap Carryover

      With
        respect to any Class of the Offered Certificates and any Distribution Date,
        the
        sum of (a) the excess, if any, of the Interest Distribution Amount for such
        Class for such Distribution Date, calculated at its Pass-Through Rate (without
        regard to the Net WAC Cap), over the actual Interest Distribution Amount
        for
        such Class for such Distribution Date, and (b) any related Net WAC Cap Carryover
        remaining unpaid from the prior Distribution Date, together with interest
        accrued thereon at its Pass-Through Rate (without regard to the Net WAC Cap)
        during the related Interest Accrual Period.

       

      Net
        WAC Rate

      As
        to any
        Distribution Date, a rate equal to the weighted average of the Adjusted Net
        Mortgage Rates of all Outstanding Loans, such weighted average to be calculated
        based on the principal balances of such Outstanding Loans as of the first
        day of
        the related Due Period.

       

      Nonrecoverable
        Advance

      Any
        portion of an Advance previously made or proposed to be made by the Servicer
        that, in the good faith judgment of the Servicer, will not be ultimately
        recoverable by the Servicer from the related Mortgagor, related Liquidation
        Proceeds or otherwise.

       

      Notice
        of Final Distribution

      The
        notice to be provided pursuant to Section 9.02 to the effect that final
        distribution on any of the Certificates shall be made only upon presentation
        and
        surrender thereof.

       

      Offered
        Certificates

      The
        certificates representing “regular interests” in REMIC 3, which are designated
        as the Senior Certificates and the Subordinate Certificates.

      


      Officer’s
        Certificate

      A
        certificate (a) signed by the Chairman of the Board, the Vice Chairman of
        the
        Board, the President, a Managing Director, a Vice President (however
        denominated), an Assistant Vice President, the Treasurer, the Secretary,
        or one
        of the Assistant Treasurers or Assistant Secretaries of the Depositor or
        the
        Servicer, or (b), if provided for in this Agreement, signed by a Servicing
        Officer, as the case may be, and delivered to the Depositor and the Trustee,
        as
        the case may be, as required by this Agreement.

       

      Opinion
        of Counsel

      A
        written
        opinion of counsel, who may be counsel for the Depositor or the Servicer,
        including, in-house counsel, reasonably acceptable to the Trustee; provided,
        however,
        that
        with respect to the interpretation or application of the REMIC Provisions,
        such
        counsel must (a) in fact be independent of the Depositor and the Servicer,
        (b)
        not have any direct financial interest in the Depositor or the Servicer or
        in
        any affiliate of either, and (c) not be connected with the Depositor or the
        Servicer as an officer, employee, promoter, underwriter, trustee, partner,
        director or person performing similar functions.

       

      Optional
        Termination Date

      The
        first
        Distribution Date following the date on which the Optional Termination may
        be
        exercised by the Servicer.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      Optional
        Termination

      The
        termination of the trust created hereunder in connection with the purchase
        of
        the Loans pursuant to Section 9.01(a) hereof.

       

      Original
        Loan

      The
        mortgage loan refinanced in connection with the origination of a Refinance
        Loan.

       

      OTS

      The
        Office of Thrift Supervision.

       

      Outstanding

      With
        respect to the Certificates as of any date of determination, all Certificates
        theretofore executed and authenticated under this Agreement except (a)
        Certificates theretofore canceled by the Trustee or delivered to the Trustee
        for
        cancellation; and (b) Certificates in exchange for which or in lieu of which
        other Certificates have been executed and delivered by the Trustee pursuant
        to
        this Agreement.

       

      Outstanding
        Loan

      As
        of any
        Due Date, a Loan with a Stated Principal Balance greater than zero, which
        was
        not the subject of a Principal Prepayment in Full prior to such Due Date
        and
        which did not become a Liquidated Loan prior to such Due Date.

       

      Overcollateralization
        Amount

      As
        of any
        Distribution Date, (a) the Pool Principal Balance as of the last day of the
        immediately preceding Due Period minus (b) the aggregate Class Certificate
        Balance of all Classes of Offered Certificates (after taking into account
        all
        distributions of principal on that Distribution Date).

       

      Overcollateralization
        Deficiency

      As
        of any
        Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization
        Amount for that Distribution Date over (b) the Overcollateralization Amount
        for
        that Distribution Date, calculated for this purpose after taking into account
        the reduction on that Distribution Date of the Class Certificate Balances
        of all
        Classes of Offered Certificates resulting from the distribution of the related
        Basic Principal Distribution Amount on that Distribution Date, but prior
        to
        taking into account any Applied Realized Loss Amounts on that Distribution
        Date.

       

      Overcollateralization
        Release Amount

      With
        respect to any Distribution Date on or after the Stepdown Date on which a
        Trigger Event is not in effect, the lesser of (a) the Principal Remittance
        Amount for that Distribution Date and (b) the excess, if any, of (i) the
        Overcollateralization Amount for that Distribution Date, assuming that 100%
        of
        the Principal Remittance Amount is applied as a principal payment on the
        Certificates on that Distribution Date, over (ii) the Targeted
        Overcollateralization Amount for that Distribution Date. With respect to
        any
        Distribution Date before the Stepdown Date or on which a Trigger Event is
        in
        effect, the Overcollateralization Release Amount will be zero.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      Ownership
        Interest

      As
        to any
        Class R Certificate, any ownership interest in such Certificate including
        any
        interest in such Certificate as the Holder thereof and any other interest
        therein, whether direct or indirect, legal or beneficial.

       

      Pass-Through
        Rate

      With
        respect to each Class of Certificates, as set forth in the Preliminary
        Statement.

       

      Paying
        Agent

      Deutsche
        Bank National Trust Company and its successors and, if a successor paying
        agent
        is appointed hereunder, such successor.

       

      Percentage
        Interest

      As
        to any
        Offered Certificate, the percentage interest evidenced thereby in distributions
        required to be made to such Offered Certificate, such percentage interest
        being
        set forth on the face thereof or equal to the percentage obtained by dividing
        the Denomination of such Certificate by the aggregate of the Denominations
        of
        all Certificates of the same Class. With respect to the Class X Certificates
        and
        the Class R Certificates, the “Percentage Interest” specified on the face
        thereof.

       

      Permitted
        Investments

      (a)
        obligations of the United States or any agency thereof, provided such
        obligations are backed by the full faith and credit of the United States;
        (b) general obligations of or obligations guaranteed by any state of the
        United States or the District of Columbia receiving the highest long-term
        debt
        rating of each Rating Agency rating the Offered Certificates, or such lower
        rating as will not result in the downgrading or withdrawal of the ratings
        then
        assigned to the Offered Certificates by each such Rating Agency;
        (c) commercial or finance company paper which is then receiving the highest
        commercial or finance company paper rating of each such Rating Agency, or
        such
        lower rating as will not result in the downgrading or withdrawal of the ratings
        then assigned to the Offered Certificates by each such Rating Agency;
        (d) certificates of deposit, demand or time deposits, or bankers’
acceptances issued by any depository institution or trust company incorporated
        under the laws of the United States or of any state thereof and subject to
        supervision and examination by federal and/or state banking authorities,
        provided that the commercial paper and/or long term unsecured debt obligations
        of such depository institution or trust company (or in the case of the principal
        depository institution in a holding company system, the commercial paper
        or
        long-term unsecured debt obligations of such holding company, but only if
        Moody’s is not a Rating Agency) are then rated one of the two highest long-term
        and the highest short-term ratings of each such Rating Agency for such
        securities, or such lower ratings as will not result in the downgrading or
        withdrawal of the rating then assigned to the Offered Certificates by any
        such
        Rating Agency; (e) demand or time deposits or certificates of deposit
        issued by any bank or trust company or savings institution to the extent
        that
        such deposits are fully insured by the FDIC; (f) guaranteed reinvestment
        agreements issued by any bank, insurance company or other corporation
        containing, at the time of the issuance of such agreements, such terms and
        conditions as will not result in the downgrading or withdrawal of the rating
        then assigned to the Offered Certificates by any such Rating Agency; (g)
        repurchase obligations with respect to any security described in clauses
        (a) and
        (b) above, in either case entered into with a depository institution or trust
        company (acting as principal) described in clause (d) above; (h) securities
        (other than stripped bonds, stripped coupons or instruments sold at a purchase
        price in excess of 115% of the face amount thereof) bearing interest or sold
        at
        a discount issued by any corporation incorporated under the laws of the United
        States or any state thereof which, at the time of such investment, have one
        of
        the two highest ratings of each such Rating Agency (except if the Rating
        Agency
        is Moody’s or S&P, the rating shall be the highest commercial paper rating
        of Moody’s or S&P, as applicable, for such securities), or such lower rating
        as will not result in the downgrading or withdrawal of the rating then assigned
        to the Offered Certificates by any such Rating Agency, as evidenced by a
        signed
        writing delivered by each such Rating Agency; (i) interests in any money
        market
        fund which at the date of acquisition of the interests in the fund and
        throughout the time those interests are held in the fund has the highest
        applicable rating of each such Rating Agency or such lower rating as will
        not
        result in the downgrading or withdrawal of the ratings then assigned to the
        Offered Certificates by each such Rating Agency; (j) short term investment
        funds
        sponsored by any trust company or national banking association incorporated
        under the laws of the United States or any state thereof which on the date
        of
        acquisition has been rated by each such Rating Agency in its highest applicable
        rating category or such lower rating as will not result in the downgrading
        or
        withdrawal of the ratings then assigned to the Offered Certificates by each
        such
        Rating Agency; and (k) such other investments having a specified stated
        maturity and bearing interest or sold at a discount acceptable to each such
        Rating Agency as will not result in the downgrading or withdrawal of the
        rating
        then assigned to the Offered Certificates by any Rating Agency, as evidenced
        by
        a signed writing to such effect delivered by each such Rating Agency;
provided
        that no
        such instrument shall be a Permitted Investment if such instrument evidences
        the
        right to receive interest only payments with respect to the obligations
        underlying such instrument.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      Permitted
        Transferee

      Any
        person other than (a) the United States, any State or political subdivision
        thereof, or any agency or instrumentality of any of the foregoing, (b) a
        foreign
        government, International Organization or any agency or instrumentality of
        either of the foregoing, (c) an organization (except certain farmers’
cooperatives described in section 521 of the Code) which is exempt from tax
        imposed by Chapter 1 of the Code (including the tax imposed by section 511
        of
        the Code on unrelated business taxable income) on any excess inclusions (as
        defined in section 860E(c)(l) of the Code) with respect to any Class R
        Certificate, (d) rural electric and telephone cooperatives described in section
        1381(a)(2)(C) of the Code, (e) a Person that is not (i) a citizen or resident
        of
        the United States, (ii) a corporation or partnership (or other entity properly
        treated as a corporation or partnership for U.S. federal income tax purposes)
        created or organized in or under the laws of the United States or any political
        subdivision thereof, (iii) an estate whose income from sources without the
        United States is includible in gross income for United States federal income
        tax
        purposes regardless of its connection with the conduct of a trade or business
        within the United States, or (iv) a trust if a court within the United States
        is
        able to exercise primary supervision over the administration of the trust
        and
        one or more United States Persons have authority to control all substantial
        decisions of the trust, unless such Person listed in clause (i), (ii), (iii)
        or
        (iv) above has furnished the transferor and the Trustee with a duly completed
        Internal Revenue Service Form W-8ECI and (f) any other Person so designated
        by
        the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
        Interest in a Class R Certificate to such Person may cause any REMIC hereunder
        to fail to qualify as one or more REMICs at any time that the Certificates
        are
        outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
        provisions. A corporation will not be treated as an instrumentality of the
        United States or of any State or political subdivision thereof for these
        purposes if all of its activities are subject to tax and, with the exception
        of
        the Federal Home Loan Mortgage Corporation, a majority of its board of directors
        is not selected by such government unit.

       

      Person

      Any
        individual, corporation, partnership, limited liability company, joint venture,
        association, joint-stock company, trust, unincorporated organization or
        government, or any agency or political subdivision thereof.

       

      Plan

      As
        defined in Section 5.02(a).

      


      Pool
        Principal Balance

      With
        respect to any Distribution Date, the aggregate of the Stated Principal Balances
        of the Loans that were Outstanding Loans (including Loans in foreclosure
        and REO
        Properties) on their Due Dates in the related Due Period.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      Popular
        Financial

      Popular
        Financial Services, LLC, a Delaware limited liability company.

      


      Preliminary
        Prospectus Supplement

      The
        Preliminary Prospectus Supplement dated May 16, 2007, relating to the Publicly
        Offered Certificates.

       

      Post-Stepdown
        Remaining Principal Distribution Amount

      With
        respect to any Distribution Date is an amount equal to the Principal
        Distribution Amount remaining after giving effect to the distributions set
        forth
        in clause (i) of Section 4.02(c) hereof.

      


      Pre-Stepdown
        Remaining Principal Distribution Amount

      With
        respect to any Distribution Date is an amount equal to the Principal
        Distribution Amount remaining after giving effect to the distributions set
        forth
        in clause (i) of Section 4.02(b) hereof.

      


      Prepayment
        Interest Excess

      As
        to any
        Principal Prepayment on a Loan received by the Servicer subsequent to its
        Due
        Date in the related Prepayment Period, all amounts paid by the related Mortgagor
        in respect of interest on such Principal Prepayment that are intended to
        cover
        the period on and after the Due Date. All Prepayment Interest Excess shall
        be
        paid to the Servicer as additional servicing compensation.

       

      Prepayment
        Interest Shortfall

      As
        to any
        Distribution Date and any Principal Prepayment on a Loan received by the
        Servicer on or before its Due Date in the related Prepayment Period, the
        amount,
        if any, by which one month’s interest at the related Adjusted Mortgage Rate on
        such Principal Prepayment, exceeds the amount of interest paid in connection
        with such Principal Prepayment.

       

      Prepayment
        Period

      With
        respect to any Distribution Date, the calendar month preceding the month
        of that
        Distribution Date.

       

      Primary
        Mortgage Insurance Policy

      Each
        policy of primary mortgage guaranty insurance or any replacement policy therefor
        with respect to any Loan.

       

      Principal
        Distribution Amount

      With
        respect to any Distribution Date, the sum of (a) the Basic Principal
        Distribution Amount for that Distribution Date, (b) the Extra Principal
        Distribution Amount for that Distribution Date and (c) the Swap Extra Principal
        Distribution Amount for that Distribution Date.

      


      Principal
        Prepayment

      Any
        payment of principal by a Mortgagor on a Loan that is received in advance
        of its
        scheduled Due Date and is not accompanied by an amount representing scheduled
        interest due on any date or dates in any month or months subsequent to the
        month
        of prepayment. Partial Principal Prepayments shall be applied by the Servicer
        in
        accordance with the terms of the related Mortgage Note.

       

      Principal
        Prepayment in Full

      Any
        Principal Prepayment made by a Mortgagor of the entire principal balance
        of a
        Loan.

       

      Principal
        Remittance Amount

      As
        to any
        Distribution Date, the sum of (a) the principal portion of each Scheduled
        Payment due on each Loan on such Loan’s Due Date in the related Due Period and
        received by the Servicer on or prior to the related Determination Date,
        including any Advances with respect thereto, (b) the Stated Principal
        Balance of each Loan that was sold or repurchased by a Seller or the Servicer
        pursuant to this Agreement as of such Distribution Date, (c) the Substitution
        Adjustment Amount in connection with any Deleted Loan received with respect
        to
        such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds
        allocable to recoveries of principal of the Loans that are not yet Liquidated
        Loans received during the related Prepayment Period, (e) with respect to
        each
        Loan that became a Liquidated Loan during the related Prepayment Period,
        the
        amount of Liquidation Proceeds allocable to principal received during the
        related Prepayment Period with respect to such Loan, (f) all Principal
        Prepayments on the Loans received during the related Prepayment Period, (g)
        on
        the Distribution Date on which the Trust Fund is to be terminated in accordance
        with Section 9.01 hereof that portion of the Termination Price allocable
        to
        principal of the Loans and (h) all Recoveries relating to Liquidated Loans
        received during the related Prepayment Period, if any. 

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Prospectus
        Supplement

      The
        Prospectus Supplement dated May 25, 2007, relating to the Publicly Offered
        Certificates.

       

      Publicly
        Offered Certificates

      The
        Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4, Class
        M-5, Class M-6, Class M-7 and Class M-8 Certificates. 

       

      Purchase
        Price

      With
        respect to any Loan required to be repurchased by a Seller pursuant to Section
        2.02 or 2.03 hereof, or purchased at the option of the Servicer pursuant
        to
        Section 3.11 hereof, an amount equal to the sum of (a) 100% of the Stated
        Principal Balance of the Loan on the date of such purchase, (b) accrued interest
        thereon at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage
        Rate if (i) the purchaser is the Servicer or (ii) the purchaser is a Seller
        and
        Equity One-Delaware is the Servicer) from the date through which interest
        was
        last paid by the Mortgagor or advanced (and not reimbursed) by the Servicer
        to
        the Determination Date in the month in which the Purchase Price is to be
        distributed to Certificateholders, and (c) any costs and damages incurred
        by the
        Trust Fund in connection with such Loan.

       

      PTCE

      As
        defined in Section 5.02(a).

       

      Rating
        Agency

      Moody’s
        and S&P. If any of these organizations or a successor thereof is no longer
        in existence, “Rating Agency” shall be such nationally recognized statistical
        rating organization, or other comparable Person, as is designated by the
        Depositor, notice of which designation shall be given to the Trustee. References
        herein to a given rating category of a Rating Agency shall mean such rating
        category without giving effect to any modifiers.

       

      Realized
        Loss Amount

      With
        respect to each Distribution Date, the excess, if any, of (a) the aggregate
        of
        the Class Certificate Balances of the Offered Certificates (after giving
        effect
        to all distributions on such Distribution Date) over (b) the Pool Principal
        Balance at the end of the related Due Period. 

       

      Realized
        Losses

      With
        respect to any Distribution Date, the sum of (a) the aggregate amount, if
        any,
        by which (i) the outstanding principal balance of each Loan that became a
        Liquidated Loan during the related Prepayment Period (such principal balance
        determined immediately before such Loan became a Liquidated Loan) exceeds
        (ii)
        the Liquidation Proceeds allocable to principal received during the related
        Prepayment Period in connection with the liquidation of such Loan which have
        not
        theretofore been used to reduce the Stated Principal Balance of such Loan,
        and
        (b) any Deficient Valuations.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      Realized
        Loss Amortization Amount

      With
        respect to (a) the Class M-1 Certificates, the sum of the Class M-1 Realized
        Loss Amortization Amount and the Swap Class M-1 Realized Loss Amortization
        Amount, (b) the Class M-2 Certificates, the sum of the Class M-2 Realized
        Loss
        Amortization Amount and the Swap Class M-2 Realized Loss Amortization Amount,
        (c) the Class M-3 Certificates, the sum of the Class M-3 Realized Loss
        Amortization Amount and the Swap Class M-3 Realized Loss Amortization Amount,
        (d) the Class M-4 Certificates, the sum of the Class M-4 Realized Loss
        Amortization Amount and the Swap Class M-4 Realized Loss Amortization Amount,
        (e) the Class M-5 Certificates, the sum of the Class M-5 Realized Loss
        Amortization Amount and the Swap Class M-5 Realized Loss Amortization Amount,
        (f) the Class M-6 Certificates, the sum of the Class M-6 Realized Loss
        Amortization Amount and the Swap Class M-6 Realized Loss Amortization Amount,
        (g) the Class M-7 Certificates, the sum of the Class M-7 Realized Loss
        Amortization Amount and the Swap Class M-7 Realized Loss Amortization Amount,
        (h) the Class M-8 Certificates, the sum of the Class M-8 Realized Loss
        Amortization Amount and the Swap Class M-8 Realized Loss Amortization Amount,
        (i) the Class B-1 Certificates, the sum of the Class B-1 Realized Loss
        Amortization Amount and the Swap Class B-1 Realized Loss Amortization Amount,
        (j) the Class B-2 Certificates, the sum of the Class B-2 Realized Loss
        Amortization Amount and the Swap Class B-2 Realized Loss Amortization Amount
        and
        (k) the Class B-3 Certificates, the sum of the Class B-3 Realized Loss
        Amortization Amount and the Swap Class B-3 Realized Loss Amortization
        Amount.

       

      Record
        Date

      With
        respect to the Offered Certificates and any Distribution Date, the close
        of
        business on the Business Day immediately preceding such Distribution
        Date.

       

      Recovery 

      With
        respect to any Distribution Date and Loan that became a Liquidated Loan in
        a
        month preceding the month prior to the Distribution Date, an amount received
        in
        respect of principal on such Loan which has previously been allocated as
        a
        Realized Loss to a Class or Classes of Certificates, net of reimbursable
        expenses.

      


      Reference
        Banks

      Any
        three
        (3) major banks engaged in transactions in Eurodollar deposits in the
        international Eurocurrency market selected by the Trustee after consultation
        with the Servicer.

       

      Regulation
        AB

      Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

       

      Refinance
        Loan

      Any
        Loan
        originated for the purpose of refinancing an existing mortgage
        loan.

       

      Relief
        Act

      The
        Servicemembers Civil Relief Act, as amended.

       

      Relief
        Act Reductions

      With
        respect to any Distribution Date and any Loan as to which there has been
        a
        reduction in the amount of interest collectible thereon for the most recently
        ended calendar month as a result of the application of the Relief Act, the
        amount, if any, by which (a) interest collectible on such Loan for the most
        recently ended calendar month is less than (b) interest accrued thereon for
        such
        month pursuant to the Mortgage Note without taking into account the application
        of the Relief Act.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      Remaining
        Excess Interest Amount

      With
        respect to any Distribution Date, the Monthly Excess Cashflow Amount remaining
        after giving effect to the distributions set forth in clauses (i) through
        (xl)
        of Section 4.02(d) for that Distribution Date.

       

      Remaining
        Interest Remittance Amount

      With
        respect to any Distribution Date, an amount equal to the Interest Remittance
        Amount remaining after giving effect to the distributions set forth in clause
        (i) of Section 4.02(a).

      


      Remaining
        Overcollateralization Release Amount

      With
        respect to any Distribution Date, (a) on or after the Stepdown Date on which
        a
        Trigger Event is not in effect, the lesser of (i) the Monthly Excess Cashflow
        Amount remaining after giving effect to the distributions set forth in clauses
        (i) through (xxxvii) of Section 4.02(d) for that Distribution Date and (ii)
        the
        Overcollateralization Release Amount for that Distribution Date or (b) before
        the Stepdown Date or on which a Trigger Event is in effect, zero.

      


      Remaining
        Principal Distribution Amount

      With
        respect to any Distribution Date, the sum of (a) the Pre-Stepdown Remaining
        Principal Distribution Amount remaining after the distributions set forth
        in
        clause (ii)(A)
        through (ii)(K) of
        Section 4.02(b) and (b) the Post-Stepdown Remaining Principal Distribution
        Amount remaining after the distributions set forth in clauses (ii)(A)
        through (ii)(K) of
        Section 4.02(c), each for that Distribution Date.

      


      REMIC

      A
“real
        estate mortgage investment conduit” within the meaning of section 860D of the
        Code.

      REMIC
        1

      As
        defined in the Preliminary Statement.

       

      REMIC
        1 Regular Interest

      As
        defined in the Preliminary Statement.

       

      REMIC
        2

      As
        defined in the Preliminary Statement.

       

      REMIC
        2 Net WAC Cap

      For
        any
        Distribution Date, a per annum rate equal to the product of (i) the weighted
        average of the interest rates on the REMIC 2 Regular Interests (other than
        the
        Class LT-Reserve-IO and Class LT-Swap-IO interests) multiplied by (ii) the
        quotient of thirty (30) divided by the actual number of days in the Interest
        Accrual Period for the Offered Certificates.

       

      REMIC
        2 Regular Interest

      As
        defined in the Preliminary Statement.

       

      REMIC
        3

      As
        defined in the Preliminary Statement. 

       

      REMIC
        3 Regular Interest

      With
        respect to each Class of Offered Certificates, all of the rights to
        distributions of principal and interest on such Class, provided, however,
        that
        the Pass-Through Rate for the regular interest component of each such Class
        of
        Offered Certificate shall be computed by substituting the REMIC 2 Net WAC
        Cap
        for the Net WAC Cap, and the rights of such Class to receive payments in
        respect
        of Net WAC Cap Carryover and the obligation to pay Class I Shortfalls shall
        not
        be treated as part of the regular interest component of such Class. With
        respect
        to the Class X Certificates, each of the four components described in footnote
        14 to the table for REMIC 3. 

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      REMIC
        Change of Law

      Any
        proposed, temporary or final regulation, revenue ruling, revenue procedure
        or
        other official announcement or interpretation relating to REMICs and the
        REMIC
        Provisions issued after the Closing Date.

       

      REMIC
        Provisions

      Provisions
        of the federal income tax law relating to real estate mortgage investment
        conduits, which appear at sections 860A through 860G of part IV of subchapter
        M
        of chapter 1 of subtitle A of the Code, and related provisions, and regulations
        promulgated thereunder, as the foregoing may be in effect from time to time,
        as
        well as provisions of applicable state laws.

       

      REO
        Property

      A
        Mortgaged Property acquired by the Trust Fund through foreclosure or
        deed-in-lieu of foreclosure in connection with a defaulted Loan.

       

      Request
        for Release

      The
        Request for Release submitted by the Servicer to the Trustee, substantially
        in
        the form of Exhibit J.

       

      Required
        Insurance Policy

      With
        respect to any Loan, any insurance policy that is required to be maintained
        from
        time to time under this Agreement.

       

      Responsible
        Officer

      When
        used
        with respect to the Trustee, any officer assigned to the Corporate Trust
        Division of the Trustee (or any successor thereto), including any Vice
        President, any Assistant Vice President, the Secretary, any Assistant Secretary,
        any Trust Officer or any other officer of the Trustee customarily performing
        functions similar to those performed by any of the above designated officers
        and
        having direct responsibility for the administration of this
        Agreement.

       

      Reuters
        Screen LIBOR 01 Page

      The
        display page so designated on the Reuters Monitor Money Rates service (or
        such
        other page as may replace that page on such service for the purpose of
        displaying London interbank offered rates of major banks).

       

      Rule
        144A Letter

      As
        defined in Section 5.02(b).

       

      Scheduled
        Payment

      The
        scheduled monthly payment on a Loan due on any Due Date allocable to principal
        and/or interest on such Loan.

       

      Second
        Lien Loan

      Any
        Loan
        secured by a mortgage that is second in lien priority.

       

      Securities
        Act

      The
        Securities Act of 1933, as amended.

       

      Sellers

      Collectively,
        the following entities, their successors and assigns, each in its capacity
        as a
        Seller of the Loans to the Depositor: Equity One-Delaware; Equity
        One-Pennsylvania; Equity One-Minnesota; Equity One-New Hampshire; and Popular
        Financial. 

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      Senior
        Certificates

      The
        Class
        A-1, Class A-2 and Class A-3 Certificates.

       

      Senior
        Enhancement Percentage

      With
        respect to any Distribution Date, the percentage obtained by dividing (a)
        the
        sum of (i) the aggregate Class Certificate Balance of the Subordinate
        Certificates and (ii) the Overcollateralization Amount, in each case before
        taking into account the distribution of the Principal Distribution Amount
        on
        that Distribution Date by (b) the Pool Principal Balance as of the last day
        of
        the related Due Period.

       

      Senior
        Principal Distribution Amount

      As
        of any
        Distribution Date on or after the Stepdown Date and as long as a Trigger
        Event
        is not in effect, the lesser of (i) the Principal Distribution Amount for
        that
        Distribution Date and (ii) the excess, if any, of (A) the sum of the Class
        Certificate Balances of the Senior Certificates immediately prior to that
        Distribution Date over (B) the lesser of (1) the product of (x) 48.20% and
        (y)
        the Pool Principal Balance as of the last day of the related Due Period and
        (2)
        the Pool Principal Balance as of the last day of the related Due Period minus
        the product of (x) 0.50% and (y) the Cut-off Date Pool Principal
        Balance.

       

      Senior
        Specified Enhancement Percentage

      As
        of any
        date of determination thereof, 51.80%.

       

      Servicer

      Equity
        One, Inc., a Delaware corporation, and its successors and assigns, in its
        capacity as servicer hereunder.

       

      Servicer
        Advance Date

      As
        to any
        Distribution Date, the 18th day of the month in which such Distribution Date
        occurs, or if such day is not a Business Day, the next succeeding Business
        Day.

       

      Servicing
        Advances

      All
        customary, reasonable and necessary “out of pocket” costs and expenses incurred
        in the performance by the Servicer of its servicing obligations, including,
        but
        not limited to, the cost of (a) the preservation, restoration and protection
        of
        a Mortgaged Property, (b) the foreclosure, trustee’s sale, or other liquidation
        of any Mortgage or Mortgaged Property, (c) any expenses reimbursable to the
        Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings,
        including foreclosures, (d) the management and liquidation of any REO Property,
        (e) compliance with the obligations described in Section 3.06 and (f) any
        payments made by the Servicer pursuant to Section 3.09.

       

      Servicing
        Amount

      The
        sum
        of (a) the Servicing Fee, (b) unreimbursed Advances and (c) unreimbursed
        Servicing Advances.

       

      Servicing
        Criteria

      The
        “servicing criteria” set forth in Item 1122(d) of Regulation AB.

      


      Servicing
        Fee

      As
        to
        each Loan and any Distribution Date, an amount payable out of each full payment
        of interest received on such Loan and equal to one-twelfth of the Servicing
        Fee
        Rate multiplied by the Stated Principal Balance of such Loan as of the Due
        Date
        in the month of such Distribution Date (prior to giving effect to any Scheduled
        Payments due on such Loan on such Due Date), subject to reduction as provided
        in
        Section 3.13.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      Servicing
        Fee Rate

      With
        respect to each Loan, 0.50% per annum.

       

      Servicing
        Officer

      Any
        officer of the Servicer involved in, or responsible for, the administration
        and
        servicing of the Loans whose name and facsimile signature appear on a list
        of
        servicing officers furnished to the Trustee by the Servicer on the Closing
        Date
        pursuant to this Agreement, as such list may from time to time be
        amended.

       

      S&P

      Standard
        & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. For
        purposes of Section 10.05(b) the address for notices to S&P shall be
        Standard & Poor’s Ratings Services, 55 Water Street, 41st
        Floor,
        New York, New York 10041, Attention: Residential Mortgage Surveillance, or
        such
        other address as S&P may hereafter furnish to the Depositor and the
        Servicer.

       

      Startup
        Day

      The
        Closing Date.

       

      Stated
        Principal Balance

      As
        to any
        Loan, the unpaid principal balance of such Loan as of its most recent Due
        Date
        as specified in the amortization schedule at the time relating thereto (before
        any adjustment to such amortization schedule by reason of any moratorium
        or
        similar waiver or grace period) after giving effect to any previous partial
        Principal Prepayments and Liquidation Proceeds allocable to principal (other
        than with respect to any Liquidated Loan) and to the payment of principal
        due on
        such Due Date and irrespective of any delinquency in payment by the related
        Mortgagor.

       

      Stepdown
        Date

      The
        earlier of (a) the Distribution Date on which the Class Certificate Balances
        of
        the Senior Certificates have been reduced to zero or (b) the later to occur
        of
        (i) the Distribution Date in June 2010 (the 37th Distribution Date) or (ii)
        the
        first Distribution Date on which the Senior Enhancement Percentage is greater
        than or equal to the Senior Specified Enhancement Percentage.

      


      Subordinate
        Certificates

      The
        Class
        M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
        M-8, Class B-1, Class B-2 and Class B-3 Certificates.

       

      Subservicer

      Any
        person to whom the Servicer has contracted for the servicing of all or a
        portion
        of the Loans pursuant to Section 3.02. The Subservicer shall initially be
        Popular Mortgage Servicing, Inc., a Delaware corporation.

       

      Substitute
        Loan

      A
        Loan
        substituted by a Seller for a Deleted Loan(s) which must, on the date of
        such
        substitution, as confirmed in a Request for Release, substantially in the
        form
        of Exhibit J, (a) have a Stated Principal Balance not in excess of, and not
        more
        than 10% less than, the Stated Principal Balance(s) of the Deleted Loans
        (such
        Stated Principal Balances to be measured as of the respective Due Dates in
        the
        month of substitution); (b) have an interest rate that is determined in the
        same manner as that of the Deleted Loans(s); (c) have a Mortgage Rate not
        lower
        than, and not more than 1% per annum higher than, that of the Deleted Loan(s);
        (d) have a Combined Loan-to-Value Ratio not higher than that of the Deleted
        Loan(s); (e) have a debt to income ratio not higher than that of the Deleted
        Loan(s); (f) have been originated pursuant to the same underwriting standards
        as
        the Deleted Loan(s); (g) have a remaining term to maturity not greater than,
        and
        not more than one year less than, that of the Deleted Loan(s); and (h) comply,
        as of the date of substitution, with each representation and warranty set
        forth
        or referred to in Section 2.03.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      Substitution
        Adjustment Amount

      The
        meaning ascribed to such term pursuant to Section 2.03.

       

      Swap
        Account

      The
        account established and maintained by the Trustee pursuant to Section
        3A.01.

       

      Swap
        Agreement

      The
        letter agreement dated as of May 30, 2007 (including the ISDA Master Agreement,
        the Schedule and the Credit Support Annex incorporated by reference therein)
        which letter agreement constitutes a “Confirmation” as referenced therein
        bearing the reference number N615392N, relating to the Transaction thereunder,
        by and between the Swap Counterparty and the Trustee not in its individual
        capacity, but solely as trustee of the External Trust relating to the Popular
        ABS, Inc. Mortgage Pass-Through Certificates, Series 2007-A.

       

      Swap
        Class B-1 Realized Loss Amortization Amount

      As
        to the
        Class B-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class B-1 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxvi) of Section
        4.02(e) for that Distribution Date.

       

      Swap
        Class B-2 Realized Loss Amortization Amount

      As
        to the
        Class B-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class B-2 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxvii) of
        Section
        4.02(e) for that Distribution Date. 

      


      Swap
        Class B-3 Realized Loss Amortization Amount

      As
        to the
        Class B-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class B-3 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxviii) of
        Section 4.02(e) for that Distribution Date. 

      


      Swap
        Class M-1 Realized Loss Amortization Amount

      As
        to the
        Class M-1 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-1 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i)
        through (xxviii)
        of the
        Section 4.02(e) for that Distribution Date. 

      


      Swap
        Class M-2 Realized Loss Amortization Amount

      As
        to the
        Class M-2 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-2 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxix) of Section
        4.02(e) for that Distribution Date. 

      


      Swap
        Class M-3 Realized Loss Amortization Amount

      As
        to the
        Class M-3 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-3 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxx) of Section
        4.02(e) for that Distribution Date.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      Swap
        Class M-4 Realized Loss Amortization Amount

      As
        to the
        Class M-4 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-4 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxi) of Section
        4.02(e) for that Distribution Date. 

      


      Swap
        Class M-5 Realized Loss Amortization Amount

      As
        to the
        Class M-5 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-5 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxii) of Section
        4.02(e) for that Distribution Date. 

      


      Swap
        Class M-6 Realized Loss Amortization Amount

      As
        to the
        Class M-6 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-6 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxiii) of
        Section
        4.02(e) for that Distribution Date.

       

      Swap
        Class M-7
        Realized Loss Amortization Amount

      As
        to the
        Class M-7 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-7 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxiv) of Section
        4.02(e) for that Distribution Date.

      


      Swap
        Class M-8
        Realized Loss Amortization Amount

      As
        to the
        Class M-8 Certificates and as of any Distribution Date, the lesser of (a)
        the
        Swap Unpaid Realized Loss Amount for the Class M-8 Certificates as of that
        Distribution Date and (b) the excess of (i) the Swap Distribution Amount
        over
        (ii) the sum of the amounts described in clauses (i) through (xxxv) of Section
        4.02(e) for that Distribution Date.

      


      Swap
        Counterparty

      Deutsche
        Bank AG, New York Branch.

       

      Swap
        Counterparty Trigger Event

      A
        Swap
        Termination Payment that is triggered upon (a) an Event of Default (as defined
        in the Swap Agreement) with respect to which the Swap Counterparty is a
        Defaulting Party (as defined in the Swap Agreement), (b) a Termination Event
        (as
        defined in the Swap Agreement) with respect to which the Swap Counterparty
        is
        the sole Affected Party (as defined in the Swap Agreement) or (c) an Additional
        Termination Event (as defined in the Swap Agreement) with respect to which
        the
        Swap Counterparty is the sole Affected Party.

       

      Swap
        Distribution Amount

      As
        defined in Section 4.02(e).

      


      Swap
        Early Termination

      The
        occurrence of an Early Termination Date (as defined in the Swap Agreement)
        under
        the Swap Agreement.

      


      Swap
        Extra Principal Distribution Amount

      As
        of any
        Distribution Date, the least of (a) the remaining Swap Distribution Amount
        after
        making all of the distributions in clauses (i) through (xxvi) of Section
        4.02(e), (b) the Overcollateralization Deficiency for that Distribution Date,
        calculated after giving effect to the funding of the Extra Principal
        Distribution Amount pursuant to clause (iii) of Section 4.02(d) and (c) the
        excess of (i) the aggregate amount of Realized Losses for that Distribution
        Date
        and Realized Losses for all prior Distribution Dates (other than Realized
        Losses
        applied in reduction of the Class Certificate Balance of one or more classes
        of
        Subordinate Certificates) over (ii) the aggregate amount distributed pursuant
        to
        clause (xxvii) of Section 4.02(e) on all prior Distribution Dates.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      Swap
        LIBOR

      The
        per
        annum rate equal to the floating rate payable by the Swap Counterparty under
        the
        Swap Agreement.

      


      Swap
        Notional Balance

      As
        of any
        Distribution Date, the notional balance specified under the Swap Agreement
        for
        that Distribution Date.

      


      Swap
        Realized Loss Amortization Amount

      With
        respect to, (a) the Class M-1 Certificates, the Swap Class M-1 Realized Loss
        Amortization Amount, (b) the Class M-2 Certificates, the Swap Class M-2 Realized
        Loss Amortization Amount, (c) the Class M-3 Certificates, the Swap Class
        M-3
        Realized Loss Amortization Amount, (d) the Class M-4 Certificates, the Swap
        Class M-4 Realized Loss Amortization Amount, (e) the Class M-5 Certificates,
        the
        Swap Class M-5 Realized Loss Amortization Amount, (f) the Class M-6
        Certificates, the Swap Class M-6 Realized Loss Amortization Amount, (g) the
        Class M-7 Certificates, the Swap Class M-7 Realized Loss Amortization Amount,
        (h) the Class M-8 Certificates, the Swap Class M-8 Realized Loss Amortization
        Amount, (i) the Class B-1 Certificates, the Swap Class B-1 Realized Loss
        Amortization Amount, (j) the Class B-2 Certificates, the Swap Class B-2 Realized
        Loss Amortization Amount and (k) the Class B-3 Certificates, the Swap Class
        B-3
        Realized Loss Amortization Amount.

      


      Swap
        Stated Termination

      April
        25,
        2014, subject to the Following Business Day Convention (as such term is defined
        in the Swap Agreement).

       

      Swap
        Unpaid Realized Loss Amount

      For
        any
        class of Subordinate Certificates and as to any Distribution Date, the excess
        of
        (a) the Unpaid Realized Loss Amount with respect to that class for that
        Distribution Date over (b) the Excess Cashflow Realized Loss Amortization
        Amount
        paid to that Class pursuant to Section 4.02(d) on that Distribution
        Date.

      


      Swap
        Termination Payment

      As
        to any
        Distribution Date, the amount, if any, owed by the External Trust or the
        Swap
        Counterparty upon a Swap Early Termination.

      


      Targeted
        Overcollateralization Amount

      As
        of any
        Distribution Date, (a) prior to the Stepdown Date, the sum of (i) 1.40% of
        the
        Cut-off Date Pool Principal Balance and (ii) the Aggregate Class B Early
        Distribution Amount, and (b) on and after the Stepdown Date, the lesser of
        (i)
        the sum of (A) 1.40% of the Cut-off Date Pool Principal Balance and (B) the
        Aggregate Class B Early Distribution Amount and (ii) the greater of (A) the
        excess of (1) 13.90% of the Pool Principal Balance as of the last day of
        the
        related Due Period over (2) the excess of (x) the sum of the Class Certificate
        Balances of the Class B-1, Class B-2 and Class B-3 Certificates as of the
        Closing Date over (y) the aggregate of distributions made in respect of
        principal to the Class B-1, Class B-2 and Class B-3 Certificates on all prior
        Distribution Dates and (B) 0.50% of the Cut-off Date Pool Principal Balance.
        With respect to any Distribution Date on which a Trigger Event is in effect,
        the
        Targeted Overcollateralization Amount will be equal to the Targeted
        Overcollateralization Amount for the immediately preceding Distribution Date
        (after taking into account any distributions of the Aggregate Class B Early
        Distribution Amount on the immediately preceding Distribution
        Date).

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

      Tax
        Matters Person

      The
        person designated as “tax matters person” in the manner provided under Treasury
        regulation §1.860F-4(d) and temporary Treasury regulation §301.6231(a)(7)-1T.
        Initially, the Tax Matters Person shall be the Trustee.

       

      Tax
        Matters Person Certificate

      The
        Class
        R Certificate with a Denomination of .00001%.

       

      Termination
        Price

      As
        defined in Section 9.01.

       

      Transfer

      Any
        direct or indirect transfer or sale of any Ownership Interest in a Class
        R
        Certificate.

       

      Transfer
        Affidavit

      As
        defined in Section 5.02(c).

       

      Transferor
        Certificate

      As
        defined in Section 5.02(b).

       

      Trigger
        Event

      With
        respect to any Distribution Date, if (a) the six-month rolling average of
        60+
        Day Delinquent Loans equals or exceeds 30.80% of the Senior Enhancement
        Percentage or (b) the aggregate amount of Realized Losses incurred since
        the
        Cut-off Date through the last day of the calendar month immediately preceding
        that Distribution Date divided by the Cut-off Date Pool Principal Balance
        exceeds the applicable percentages set forth below with respect to that
        Distribution Date:

      


      
        	
                Distribution
                  Date Occurring In

              	
                Percentage

              
	
                June
                  2009 - May 2010

              	
                1.25%
                  (or 1.65% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized Losses) for the
                  first
                  month plus an additional 1/12th of 1.55% (or 1/12th of 2.10% if
                  the Class
                  Certificate Balances of the Class B-1, Class B-2 and Class B-3
                  Certificates have been reduced to zero and no part of that reduction
                  was
                  due to the application of Realized Losses) for each month
                  thereafter.

              
	
                June
                  2010 - May 2011

              	
                2.80%
                  (or 3.75% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized Losses) for the
                  first
                  month plus an additional 1/12th of 1.75% (or 1/12th of 2.35% if
                  the Class
                  Certificate Balances of the Class B-1, Class B-2 and Class B-3
                  Certificates have been reduced to zero and no part of that reduction
                  was
                  due to the application of Realized Losses) for each month
                  thereafter.

              


      

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      
        	
                June
                  2011 - May 2012

              	
                4.55%
                  (or 6.10% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized Losses) for the
                  first
                  month plus an additional 1/12th of 1.40% (or 1/12th of 1.85% if
                  the Class
                  Certificate Balances of the Class B-1, Class B-2 and Class B-3
                  Certificates have been reduced to zero and no part of that reduction
                  was
                  due to the application of Realized Losses) for each month
                  thereafter.

              
	
                June
                  2012 - May 2013

              	
                5.95%
                  (or 7.95% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized Losses) for the
                  first
                  month plus an additional 1/12th of 0.90% (or 1/12th of 1.20% if
                  the Class
                  Certificate Balances of the Class B-1, Class B-2 and Class B-3
                  Certificates have been reduced to zero and no part of that reduction
                  was
                  due to the application of Realized Losses) for each month
                  thereafter.

              
	
                June
                  2013 - May 2014

              	
                6.85%
                  (or 9.15% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized Losses) for the
                  first
                  month plus an additional 1/12th of 0.15% (or 1/12th of 0.20% if
                  the Class
                  Certificate Balances of the Class B-1, Class B-2 and Class B-3
                  Certificates have been reduced to zero and no part of that reduction
                  was
                  due to the application of Realized Losses) for each month
                  thereafter.

              
	
                June
                  2014 and thereafter

              	
                7.00%
                  (or 9.35% if the Class Certificate Balances of the Class B-1, Class
                  B-2
                  and Class B-3 Certificates have been reduced to zero and no part
                  of that
                  reduction was due to the application of Realized
                  Losses).

              


      

      


      Trustee

      Deutsche
        Bank National Trust Company and its successors and, if a successor trustee
        is
        appointed hereunder, such successor.

       

      Trustee
        Fee

      As
        to any
        Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate
        multiplied by the Pool Principal Balance as of such Distribution
        Date.

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      Trustee
        Fee Rate

      With
        respect to each Loan, 0.02% per annum.

       

      Trust
        Fund

      The
        corpus of the trust created hereunder and referred to in the Prospectus
        Supplement as the “Issuing Entity” consisting of (a) the Loans (including,
        without limitation, the Mortgage Files relating thereto), and all interest,
        principal and other amounts received, or receivable, on or with respect thereto
        on and after the Cut-off Date to the extent not applied in computing the
        Cut-off
        Date Principal Balance thereof and all interest and principal payments on
        such
        Loans received prior to the Cut-off Date in respect of installments of interest
        and principal due thereafter; (b) the Certificate Account, the Distribution
        Account, the Net WAC Cap Account and all amounts deposited therein pursuant
        to
        the applicable provisions of this Agreement; (c) property that secured a
        Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or
        otherwise; (d) such other rights and property as are held in trust hereunder
        by
        the Trustee for the benefit of the Certificateholders (excluding the Final
        Maturity Reserve Fund, the Cap Agreement, the Cap Account, the Swap Agreement
        and the Swap Account, all of which are assets of the External Trust and are
        not
        assets of the Trust Fund); and (e) all proceeds of the conversion, voluntary
        or
        involuntary, of any of the foregoing.

       

      Trustee
        Permitted Withdrawal Amount

      Means
        an
        aggregate amount not to exceed (a) with respect to costs associated with
        the
        transitioning of servicing, $75,000 per servicing transition event and (b)
        with
        respect to amounts (other than the Trustee Fee) which are payable to the
        Trustee
        pursuant to Section 8.05 hereof, $150,000 per annum.

      


      Unpaid
        Realized Loss Amount

      For
        any
        Class of Subordinate Certificates and as to any Distribution Date, the excess
        of
        (a) the cumulative amount of Applied Realized Loss Amounts with respect to
        that
        Class for all prior Distribution Dates over (b) the sum of (i) the cumulative
        amount of Realized Loss Amortization Amounts with respect to that Class for
        all
        prior Distribution Dates and (ii) the cumulative amount of Recoveries with
        respect to that Class for all prior Distribution Dates.

       

      Underwriter
        Exemption

      Prohibited
        Transaction Exemption 2002-41, 67 Fed Reg. 54487 (August 22, 2002), or any
        successor thereto.

      


      Underwriter

      Deutsche
        Bank Securities Inc.

       

      Voting
        Rights

      The
        portion of the voting rights of all of the Certificates, which is allocated
        to
        any Certificate. With respect to any date of determination, the Offered
        Certificates shall be allocated 100% of all Voting Rights. The Voting Rights
        allocated to each Class of the Offered Certificates shall be the fraction,
        expressed as a percentage, the numerator of which is the Class Certificate
        Balance of such Class then outstanding and the denominator of which is the
        aggregate Stated Principal Balance of the Loans then outstanding. The Voting
        Rights allocated to each Class of Certificates shall be allocated among the
        Certificates of each such Class in accordance with their respective Percentage
        Interests. The Class X and the Class R Certificates will not have any Voting
        Rights.

       

      
        
          
          

        

        
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      ARTICLE
        II

      CONVEYANCE
        OF LOANS;

      REPRESENTATIONS
        AND WARRANTIES

      


      SECTION
        2.01.
        Conveyance of Loans.

      


      (a) Subject
        to its substitution and repurchase obligations hereunder, each Seller,
        concurrently with the execution and delivery hereof, hereby irrevocably sells,
        transfers, grants, bargains, assigns, sets over and otherwise conveys to
        the
        Depositor, without recourse, all the right, title and interest of such Seller
        in
        and to that portion of the Loans (including, without limitation, the Mortgage
        Files relating thereto) listed on the Loan Schedule that pertains to such
        Seller, including (i) all interest and principal received or receivable by
        such
        Seller on or with respect to such Loans after the Cut-off Date and all interest
        and principal payments on such Loans received on or prior to the Cut-off
        Date in
        respect of installments of interest and principal due thereafter, but not
        including payments of principal and interest due and payable on such Loans
        on or
        before the Cut-off Date, and (ii) all Principal Prepayments, Liquidation
        Proceeds and other unscheduled payments received or receivable on the Loans
        on
        the Cut-off Date. On or prior to the Closing Date, each Seller shall deliver
        to
        the Depositor or, at the Depositor’s direction, to the Trustee or other designee
        of the Depositor, the Mortgage File for each Loan listed in that portion
        of the
        Loan Schedule that pertains to such Seller. Such delivery of the Mortgage
        Files
        shall be made against payment by the Depositor of the purchase price, previously
        agreed to by such Seller and the Depositor, for the Loans listed on the Loan
        Schedule that pertain to such Seller. With respect to any Loan that does
        not
        require the first payment of principal or interest thereon to be made on
        or
        before such Loan’s Due Date in the month prior to the first Distribution Date,
        such Seller shall deposit into the Certificate Account on the Closing Date,
        an
        amount equal to one month’s interest at the related Mortgage Rate on the Cut-off
        Date Principal Balance of such Loan (the “Initial Certificate Account Deposit”).
        The Sellers, for the benefit of the Depositor, shall, in connection with
        the
        conveyance described in this Section 2.01(a), deliver to the Depositor on
        or
        prior to the Closing Date the financing statements described in
        Schedule VI. The Sellers shall also arrange for the delivery to the
        Depositor or its assignee, as applicable, of any appropriate Uniform Commercial
        Code continuation statements as may be necessary in connection with the
        financing statements referenced in the foregoing sentence.

      


      (b) The
        Depositor, concurrently with the execution and delivery hereof, hereby
        irrevocably sells, transfers, grants, bargains, assigns, sets over and otherwise
        conveys to the Trustee for the benefit of the Certificateholders, without
        recourse, all the right, title and interest of the Depositor in and to the
        Trust
        Fund and
        the
        External Trust, together with the Depositor’s right to require the Sellers (and
        Equity One-Delaware) to cure any breach of a representation or warranty made
        herein by the Sellers or to repurchase or substitute for any affected Loan
        in
        accordance with the provisions hereof. In addition, the Depositor, for the
        benefit of the Trustee and the Certificateholders, shall, in connection with
        the
        conveyance described in this Section 2.01(b), deliver to the Trustee on or
        prior
        to the Closing Date the financing statements described in Schedule VII. The
        Depositor shall also arrange for the delivery to the Trustee of any appropriate
        Uniform Commercial Code continuation statements as may be necessary in
        connection with the financing statements referenced in the foregoing
        sentence.

      


      (c) In
        connection with the sale, transfer and assignment set forth in clause (b)
        above,
        the Depositor has delivered or caused to be delivered to the Trustee or a
        Custodian for the Trustee on or before the Closing Date, or shall deliver
        or
        cause to be delivered to the Trustee or a Custodian for the Trustee on or
        before
        such later date as is set forth below, for the benefit of the Certificateholders
        the following documents or instruments with respect to each Loan so sold,
        transferred and assigned:

      


      (i) the
        original Mortgage Note endorsed (by manual or facsimile signature) as follows:
        “Pay to the order of Deutsche Bank National Trust Company as trustee for the
        benefit of the Certificateholders of Popular ABS, Inc. Mortgage Pass-Through
        Certificates Series 2007-A without recourse,” with all intervening endorsements
        and all riders and modifications showing a complete chain of endorsement
        from
        the originator to the Person endorsing it to the Trustee (each such endorsement
        being sufficient to transfer all right, title and interest of the party so
        endorsing, as noteholder or assignee thereof, in and to that Mortgage
        Note);

      


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

         

      

      (ii) except
        as
        provided below, the original recorded Mortgage;

      


      (iii) an
        original recorded assignment of the Mortgage (which may be included in a
        blanket
        assignment or assignments), duly executed by the appropriate Seller and the
        Depositor, which assignment will not be delivered on or before the Closing
        Date,
        but shall be delivered within the time period set forth in this Section 2.01,
        together with, except as provided below, all interim recorded assignments
        of
        such Mortgage, if any, all riders or modifications to such Mortgage, if any,
        (each such assignment to be in recordable form and sufficient to effect the
        assignment of and transfer to the assignee thereof, under the Mortgage to
        which
        the assignment relates, with the original to be recorded by the Servicer
        as
        follows: the Servicer shall promptly send such assignments for recording,
        and
        shall return the original recorded assignment to the Trustee once returned
        as
        recorded by the applicable recording office);

      


      (iv) the
        original of each assumption, modification, written assurance or substitution
        agreement, if any; and

      


      (v) except
        as
        provided below and with respect to Borrower Retention Loans, the original
        or
        duplicate original lender’s title policy and all riders thereto.

      


      Notwithstanding
        the foregoing, in lieu of providing the documents described in clause (iii)
        above, the Depositor may at its discretion provide evidence that the related
        Mortgage is held through the MERS (R) System. With respect to any MOM Loan,
        the
        original recorded Mortgage that is provided shall note the MIN of such MOM
        Loan.
        Certain Mortgages were or may be, at the sole discretion of the Servicer,
        originally recorded in the name of MERS (R), solely as nominee for the
        applicable Seller and its successors or assigns; furthermore, subsequent
        assignments of such Mortgages were or may be, at the sole discretion of the
        Servicer, registered electronically through the MERS (R) System. For certain
        other Loans, (i) the Mortgage was recorded in the name of the Seller, (ii)
        record ownership was later assigned to MERS (R), solely as nominee for that
        Seller, and (iii) subsequent assignments of the Mortgage were or may be,
        at the
        sole discretion of the Servicer, registered electronically through the MERS
        (R)
        System. For each of these Loans, MERS (R) serves as mortgagee of record on
        the
        Mortgage solely as a nominee in an administrative capacity on behalf of the
        Trustee, and does not have any beneficial interest in the Loan.

      


      In
        the
        event that in connection with any Loan the Depositor cannot deliver (a) the
        original recorded Mortgage, (b) all interim recorded assignments, if any,
        or (c) the lender’s title policy (together with all riders thereto) satisfying
        the requirements of clause (ii), (iii) or (v) above, respectively, concurrently
        with the execution and delivery hereof because such document or documents
        have
        not been returned from the applicable public recording office in the case
        of
        clause (ii) or (iii) above, or because the title policy has not been delivered
        to either the Servicer or the Depositor by the applicable title insurer in
        the
        case of clause (v) above, and, in the case of the assignments, if any, of
        the
        Mortgage to the Trustee as required under (iii) above, the Depositor shall
        promptly deliver to the Trustee, in the case of clause (ii) or (iii) above,
        such
        original recorded Mortgage or such original recorded assignment, if any,
        as the
        case may be, with evidence of recording indicated thereon upon receipt thereof
        from the public recording office, or a copy thereof, certified, if appropriate,
        by the relevant recording office, but in no event shall any such delivery
        of the
        original recorded Mortgage and each such original recorded assignment, if
        any,
        or a copy thereof, certified, if appropriate, by the relevant recording office,
        and each title policy as required by clause (v) above be made later than
        one
        year following the Closing Date; provided,
        however,
        in the
        event the Depositor is unable to deliver within one year following the Closing
        Date, each original recorded Mortgage, and each such original recorded
        assignment, if any, or each such title policy by reason of the fact that
        any
        such documents have not been returned by the appropriate recording office,
        or,
        in the case of each such assignment, if any, because the related original
        recorded Mortgage or any related interim recorded assignment have not been
        returned by the appropriate recording office or, in the case of each title
        policy, because the title insurer has not received the recording information
        from the appropriate recording office for such original recorded Mortgage
        or
        original recorded assignment, if any, has not been returned by the appropriate
        recording office, the Depositor shall deliver such documents to the Trustee
        as
        promptly as possible upon receipt thereof and, in any event, within 720 days
        following the Closing Date. The Depositor shall forward or cause to be forwarded
        to the Trustee (a) from time to time additional original documents evidencing
        an
        assumption or modification of a Loan and (b) any other documents required
        to be
        delivered by the Depositor or the Servicer to the Trustee. In the event that
        the
        original recorded Mortgage is not delivered and, in connection with the payment
        in full of the related Loan, the public recording office requires the
        presentation of a “lost instruments affidavit and indemnity” or any equivalent
        document, because only a copy of the Mortgage can be delivered with the
        instrument of satisfaction or reconveyance, the Servicer shall execute and
        deliver or cause to be executed and delivered such a document to the public
        recording office. In the case where a public recording office retains the
        original recorded Mortgage or in the case where an original recorded Mortgage
        is
        lost after recordation in a public recording office, the appropriate Seller
        shall deliver to the Trustee a copy of such Mortgage certified by such public
        recording office to be a true and complete copy of the original recorded
        Mortgage.

       

      
        
          
          

        

        
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      As
        promptly as practicable subsequent to such transfer and assignment, and in
        any
        event, within thirty (30) days thereafter, the Servicer shall (i) affix the
        Trustee’s name to each assignment of Mortgage, if any, as the assignee thereof
        as Trustee for the benefit of the Certificateholders, (ii) cause such
        assignment, if any, to be in proper form for recording in the appropriate
        public
        office for real property records and (iii) cause to be delivered for recording
        in the appropriate public office for real property records the assignments,
        if
        any, of the Mortgages to the Trustee, except that, with respect to any
        assignments of Mortgages as to which the information required to prepare
        such
        assignment in recordable form has not yet been received, the Servicer’s
        obligation to do so and to deliver the same for such recording shall be as
        soon
        as practicable after receipt of such information and in any event within
        thirty
        (30) days after receipt thereof.

      


      In
        the
        case of Loans that have been prepaid in full as of the Closing Date, the
        Depositor, in lieu of delivering the above documents to the Trustee, will
        deposit in the Certificate Account the portion of such payment that is required
        to be deposited in the Certificate Account pursuant to Section 3.05
        hereof.

      


      (d)
         The
        Depositor, the Sellers, the Servicer and the Trustee understand and agree
        that
        it is not intended that any Loan be included in the Trust Fund that is a
        “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act
        of 1994 or any other applicable predatory or abusive lending laws.

      


      SECTION
        2.02.
        Acceptance by Trustee of the Trust Fund.

      


      The
        Trustee acknowledges receipt of the documents identified in the initial
        certification in the form annexed hereto as Exhibit D and declares that it
        holds
        and will hold such documents and the other documents delivered to it
        constituting the Mortgage Files, and that it holds or will hold such other
        assets as are included in the Trust Fund, in trust for the exclusive use
        and
        benefit of all present and future Certificateholders. The Trustee acknowledges
        that it will maintain possession of the Mortgage Notes in the State of
        Tennessee, unless otherwise permitted by the Rating Agencies. In the event
        that
        the Trustee desires to maintain possession of the Mortgage Notes in a state
        (other than the State of Tennessee) constituting one of the United States
        of
        America, the Trustee shall, at least thirty (30) days prior to discontinuing
        possession of the Mortgage Notes in the State of Tennessee, provide (i) a
        notice
        of such intention to the Rating Agencies and the Sellers and (ii) an Opinion
        of
        Counsel stating that such relocation of the Mortgage Notes and the possession
        by
        the Trustee of the Mortgage Notes in such other state will not (a) destroy
        or
        impair the perfection by the Trustee of the security interests assigned and
        granted to the Trustee pursuant to the provisions of Section 10.04 or (b)
        subject any REMIC to any state tax. 

      


      
        
          
          

        

        
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      The
        Trustee agrees to execute and deliver on the Closing Date to the Depositor,
        the
        Servicer and the Sellers an initial certification in the form annexed hereto
        as
        Exhibit D. Based on its review and examination, and only as to the documents
        identified in such initial certification, the Trustee shall acknowledge that
        such documents appear regular on their face and relate to the Loans listed
        in
        the Loan Schedule or shall indicate any noted deviations. The Trustee, at
        the
        time of delivery of the initial certification, shall be under no duty or
        obligation (i) to inspect, review or examine said documents, instruments,
        certificates or other papers to determine that the same are genuine, enforceable
        or appropriate for the represented purpose or that they have actually been
        recorded in the real estate records or that they are other than what they
        purport to be on their face or (ii) to determine whether the Mortgage File
        shall
        include any of the documents listed in Section 2.01(c), except for the Mortgage
        Note. Should there be any exceptions to the Trustee’s initial certification as
        to the Mortgage Notes, the appropriate Seller shall have thirty (30) days
        from
        the Closing Date to cure such exception or deliver a Mortgage File or Mortgage
        Files for a Substitute Loan or Substitute Loans in accordance with Section
        2.03(c). A Seller may cure an exception based on absence of a Mortgage Note
        for
        a Loan by delivering an executed copy of an Affidavit of Lost Note in the
        form
        attached as Annex I to Exhibit D hereto to the Trustee.

       

      Not
        later
        than 90 days after the Closing Date, the Trustee shall deliver to the Depositor,
        the Servicer and the Sellers a final certification in the form annexed hereto
        as
        Exhibit E, with any applicable exceptions noted thereon. At any time upon
        request (but not more frequently than once per calendar month), the Trustee
        shall deliver to the Depositor, the Servicer and the Sellers, an updated
        schedule of open exceptions in electronic or written format.

      


      If
        the
        Trustee finds any document constituting a part of a Mortgage File which does
        not
        meet the requirements of Section 2.01, the Trustee shall list such as an
        exception in the final certification; provided, however that the Trustee
        shall
        not make any determination as to whether (i) any endorsement is sufficient
        to
        transfer all right, title and interest of the party so endorsing, as noteholder
        or assignee thereof, in and to that Mortgage Note or (ii) any assignment
        is in
        recordable form or is sufficient to effect the assignment of and transfer
        to the
        assignee thereof under the mortgage to which the assignment relates. In
        performing any such review, the Trustee may conclusively rely on the Depositor
        as to the purported genuineness of any such document and any signature thereon.
        It is understood that the scope of the Trustee’s review of the Mortgage Files is
        limited solely to confirming that the documents listed in Section 2.01(c)
        have been received and further confirming that any and all documents delivered
        pursuant to Section 2.01(c) have been executed and relate to the Loans
        identified in the Loan Schedule. The Trustee shall have no responsibility
        for
        determining whether any document is valid and binding, whether the text of
        any
        assignment or endorsement is in proper or recordable form, whether any document
        has been recorded in accordance with the requirements of any applicable
        jurisdiction, or whether a blanket assignment is permitted in any applicable
        jurisdiction. The appropriate Seller shall promptly correct or cure such
        defect
        within 90 days from the date it was so notified of such defect and, if such
        Seller does not correct or cure such defect within such period, such Seller
        shall either (a) substitute for the related Loan a Substitute Loan, which
        substitution shall be accomplished in the manner and subject to the conditions
        set forth in Section 2.03, or (b) purchase such Loan from the Trustee within
        90
        days from the date such Seller was notified of such defect in writing at
        the
        Purchase Price of such Loan; provided,
        however,
        that in
        no event shall such substitution or purchase occur more than 540 days from
        the
        Closing Date, except that if the substitution or purchase of a Loan pursuant
        to
        this provision is required by reason of a delay in delivery of any comments
        by
        the appropriate recording office, and there is a dispute between either the
        Servicer or such Seller and the Trustee over the location or status of the
        recorded document, then such substitution or purchase shall occur within
        720
        days from the Closing Date; provided,
        that
        any Loan that does not constitute a “qualified mortgage” within the meaning of
        Section 860G(a)(3) of the Code shall be subject to a substitution or repurchase
        as provided in Section 2.05(b) of this Agreement. The Trustee shall deliver
        a
        report to each Rating Agency within 720 days from the Closing Date indicating
        a
        list of all documents in each Mortgage File in the possession of the Trustee.
        Any such substitution pursuant to (a) above or purchase pursuant to (b) above
        shall not be effected prior to the delivery to the Trustee of the Opinion
        of
        Counsel required by Section 2.05 hereof, if any, and any substitution pursuant
        to (a) above shall not be effected prior to the additional delivery to the
        Trustee of a Request for Release substantially in the form of Exhibit J.
        No
        substitution is permitted to be made in any calendar month after the
        Determination Date for such month. The Purchase Price for any such Loan shall
        be
        deposited by such Seller in the Certificate Account on or prior to the
        Distribution Account Deposit Date for the Distribution Date in the month
        following the month of repurchase and, upon receipt of such deposit and
        certification with respect thereto in the form of Exhibit J, the Trustee
        shall
        release the related Mortgage File to such Seller and shall execute and deliver
        at such Seller’s request such instruments of transfer or assignment prepared by
        such Seller, in each case without recourse, as shall be necessary to vest
        in
        such Seller, or a designee, the Trustee’s interest in any Loan released pursuant
        hereto.

      


      
        
          
          

        

        
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      If,
        pursuant to the foregoing provisions, a Seller repurchases a Loan that is
        registered on the MERS (R) System, the Servicer shall cause MERS (R) to execute
        and deliver an assignment of the related Mortgage in recordable form to transfer
        the Mortgage from MERS (R) to such Seller and shall cause such Mortgage to
        be
        removed from registration on the MERS (R) System in accordance with MERS’ (R)
        rules and regulations or (ii) cause MERS (R) to designate on the MERS (R)
        System
        the Seller as the beneficial holder of such Loan.

      


      The
        Trustee shall retain possession and custody of each Mortgage File in accordance
        with and subject to the terms and conditions set forth herein. The Servicer
        shall promptly deliver to the Trustee, upon the execution or receipt thereof,
        the originals of such other documents or instruments constituting the Mortgage
        File as come into the possession of the Servicer from time to time.

      


      It
        is
        understood and agreed that the obligation of the appropriate Seller to
        substitute for or to purchase any Loan which does not meet the requirements
        of
        Section 2.01 above shall constitute the sole and exclusive remedy respecting
        such defect available to the Trustee, the Depositor and any Certificateholder
        against any Seller.

      


      SECTION
        2.03.
        Representations, Warranties and Covenants of the Sellers and the
        Servicer.

      


      (a) (i) The
        Sellers hereby make the representations and warranties set forth in
        Schedules IIA through IIE, as applicable and by this reference incorporated
        herein, to the Depositor and the Trustee, as of the Closing Date or if so
        specified therein, as of the Cut-off Date; and

      


      (ii) The
        Servicer hereby makes the representations and warranties set forth in Schedule
        IIX, and by this reference incorporated herein, to the Depositor and the
        Trustee, as of the Closing Date or if so specified therein, as of the Cut-off
        Date.

      


      (b) The
        Sellers hereby make the representations and warranties set forth in Schedules
        IIIA through IIIE, as applicable and by this reference incorporated herein,
        to
        the Depositor and the Trustee, as of the Closing Date or if so specified
        therein, as of the Cut-off Date.

      


      (c) Upon
        discovery by any of the parties hereto of a breach of a representation or
        warranty made pursuant to Section 2.03(b) that materially and adversely
        affects the interests of the Certificateholders in any Loan, the party
        discovering such breach shall give prompt notice thereof to the other parties.
        Each Seller, for itself and not jointly and severally for all other Sellers,
        hereby covenants that within 90 days of the earlier of its discovery or its
        receipt of written notice from any party of a breach of any representation
        or
        warranty made pursuant to Section 2.03(b) with respect to any Loan listed
        on the Loan Schedule that pertains to such Seller, such Seller may, and if
        such
        breach materially and adversely affects the interests of the Certificateholders
        such Seller shall, cure such breach in all material respects, and if such
        breach
        is not so cured, may or shall, as the case may be, (i) if such 90-day period
        expires prior to the second anniversary of the Closing Date, remove such
        Loan (a
“Deleted
        Loan”)
        from
        the Trust Fund and substitute in its place a Substitute Loan, in the manner
        and
        subject to the conditions set forth in this Section or (ii) repurchase the
        affected Loan or Loans from the Trustee at the Purchase Price in the manner
        set
        forth below; provided,
        however,
        that
        any such substitution pursuant to (i) above shall not be effected prior to
        the
        delivery to the Trustee of the Opinion of Counsel required by Section 2.05
        hereof, if any, and any such substitution pursuant to (i) above shall not
        be
        effected prior to the additional delivery to the Trustee of a Request for
        Release substantially in the form of Exhibit J and the Mortgage File for
        any
        such Substitute Loan. Notwithstanding the preceding sentence, any Loan that
        does
        not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3)
        of the Code shall be subject to substitution or repurchase as provided in
        Section 2.05(b) of this Agreement. The appropriate Seller shall promptly
        reimburse the Servicer and the Trustee for any expenses reasonably incurred
        by
        the Servicer or the Trustee in respect of enforcing the remedies for such
        breach. With respect to the representations and warranties described in this
        Section which are made to the best of a Seller’s knowledge, if it is discovered
        by either the Depositor, the appropriate Seller or the Trustee that the
        substance of such representation and warranty is inaccurate and such inaccuracy
        materially and adversely affects the value of the related Loan or the interests
        of the Certificateholders therein, notwithstanding such Seller’s lack of
        knowledge with respect to the substance of such representation or warranty,
        such
        inaccuracy shall be deemed a breach by such Seller of the applicable
        representation or warranty.

      


      
        
          
          

        

        
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      With
        respect to any Substitute Loan or Loans, such Seller shall deliver to the
        Trustee for the benefit of the Certificateholders, the Mortgage Note, the
        Mortgage, the related assignment of the Mortgage, if any, and such other
        documents and agreements as are required by Section 2.01, with the Mortgage
        Note
        endorsed and the Mortgage assigned as required by Section 2.01. No substitution
        is permitted to be made in any calendar month after the Determination Date
        for
        such month. Scheduled Payments due with respect to Substitute Loans in the
        month
        of substitution shall not be part of the Trust Fund and will be retained
        by the
        appropriate Seller on the next succeeding Distribution Date. For the month
        of
        substitution, distributions to the relevant Class will include the monthly
        payment due on any Deleted Loan for such month and thereafter the appropriate
        Seller shall be entitled to retain all amounts received in respect of such
        Deleted Loan. The Servicer shall amend the Loan Schedule for the benefit
        of the
        Certificateholders to reflect the removal of such Deleted Loan and the
        substitution of the Substitute Loan or Loans and the Servicer shall deliver
        the
        amended Loan Schedule to the Trustee. Upon such substitution, the Substitute
        Loan or Loans shall be subject to the terms of this Agreement in all respects,
        and the appropriate Seller shall be deemed to have made with respect to such
        Substitute Loan or Loans, as of the date of substitution, the representations
        and warranties made pursuant to Section 2.03(b). Upon any such substitution
        and
        the deposit to the Certificate Account of the amount required to be deposited
        therein in connection with such substitution as described in the following
        paragraph, the Trustee shall release the Mortgage File held for the benefit
        of
        the Certificateholders relating to such Deleted Loan to the appropriate Seller
        and shall execute and deliver at the appropriate Seller’s direction such
        instruments of transfer or assignment prepared by such Seller, in each case
        without recourse, as shall be necessary to vest title in such Seller, or
        its
        designee, with respect to the Trustee’s interest in any Deleted Loan substituted
        for pursuant to this Section 2.03.

      


      For
        any
        month in which the appropriate Seller substitutes one or more Substitute
        Loans
        for one or more Deleted Loans, the Servicer will determine the amount (if
        any)
        by which the aggregate Stated Principal Balance of all such Substitute Loans
        is
        less than the aggregate Stated Principal Balance of all such Deleted Loans
        (such
        Stated Principal Balances to be measured as of the respective Due Dates in
        the
        month of substitution). The amount of such shortage (the “Substitution
        Adjustment Amount”)
        plus
        an amount equal to the sum of (a) the aggregate of any unreimbursed Advances
        with respect to such Deleted Loans and (b) any costs and damages incurred
        by the
        Trust Fund in connection with such Deleted Loan prior to the date of such
        substitution shall be deposited in the Certificate Account by such Seller
        on or
        before the Distribution Account Deposit Date for the Distribution Date in
        the
        month following the month during which the related Loan became required to
        be
        purchased or replaced hereunder.

      


      
        
          
          

        

        
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      In
        the
        event that the appropriate Seller shall have repurchased a Loan, the Purchase
        Price therefor shall be deposited in the Certificate Account pursuant to
        Section
        3.05 on or before the Distribution Account Deposit Date for the Distribution
        Date in the month following the month during which such Seller became obligated
        hereunder to repurchase or replace such Loan and upon such deposit of the
        Purchase Price, the delivery of the Opinion of Counsel required by Section
        2.05
        and receipt of a Request for Release in the form of Exhibit J, the Trustee
        shall
        release the related Mortgage File held for the benefit of the Certificateholders
        to such Seller, and the Trustee shall execute and deliver at such Seller’s
        direction such instruments of transfer or assignment prepared by such Seller,
        in
        each case without recourse, as shall be necessary to transfer title from
        the
        Trustee. It is understood and agreed that the obligation under this Agreement
        of
        any Seller to cure, repurchase or replace any Loan as to which a breach of
        a
        representation or warranty has occurred and is continuing shall constitute
        the
        sole and exclusive remedy against such Sellers respecting such breach of
        a
        representation and warranty available to Certificateholders, the Depositor
        or
        the Trustee on their behalf.

      


      (d)
         The
        representations and warranties made pursuant to this Section 2.03 shall survive
        delivery of the respective Mortgage Files to the Trustee for the benefit
        of the
        Certificateholders.

       

      SECTION
        2.03A. Additional Obligations of Equity One-Delaware.

      


      (a) In
        addition to the representations and warranties made by Equity One-Delaware
        in
        its capacity as a Seller, as described in Section 2.03 and set forth in
        Schedules IIA and IIIA, Equity One-Delaware hereby represents and warrants
        to
        the Depositor and the Trustee that all of the representations and warranties
        of
        the other Sellers described in Section 2.03 and set forth in Schedules IIB
        through IIE and IIIB through IIIE are true and accurate in all
        respects.

      


      (b) Equity
        One-Delaware hereby covenants that it shall comply with the repurchase and
        substitution obligations described in Section 2.02 and 2.03 in the event
        that
        (i) a breach of any of the representations and warranties set forth in Schedules
        IIIB through IIIE occurs and (ii) the related Seller defaults on its repurchase
        and substitution obligations under Sections 2.02 and 2.03.

      


      SECTION
        2.04.
        Representations and Warranties of the Depositor as to the Loans

      


      The
        Depositor hereby represents and warrants to the Trustee with respect to each
        Loan that as of the Closing Date, and following the transfer of the Loans
        to it
        by the Sellers, the Depositor had good title to the Loans and the Mortgage
        Notes
        were subject to no offsets, defenses or counterclaims.

      


      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 2.04 shall survive delivery of the Mortgage Files to the Trustee.
        Upon
        discovery by the Depositor or the Trustee of a breach of any of the foregoing
        representations and warranties set forth in this Section 2.04, which breach
        materially and adversely affects the interest of the Certificateholders,
        the
        party discovering such breach shall give prompt written notice to the other
        parties and to each Rating Agency.

      


      SECTION
        2.05.
        Delivery of Opinion of Counsel in Connection with
        Substitutions.

      


      (a) Notwithstanding
        any contrary provision of this Agreement, no substitution pursuant to Section
        2.02 or Section 2.03 shall be made more than 90 days after the Closing Date
        unless the appropriate Seller delivers to the Trustee an Opinion of Counsel,
        which Opinion of Counsel shall not be at the expense of either the Trustee
        or
        the Trust Fund, addressed to the Trustee, to the effect that such substitution
        will not (i) result in the imposition of the tax on “prohibited transactions” on
        the Trust Fund or contributions after the Startup Day, as defined in Sections
        860F(a)(2) and 860G(d) of the Code, respectively, and/or (ii) cause the Trust
        Fund to fail to qualify as one or more REMICs at any time that any Certificates
        are outstanding.

      


      
        
          
          

        

        
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      (b) Upon
        discovery by the Depositor, the appropriate Seller, the Servicer or the Trustee
        that any Loan does not constitute a “qualified mortgage” within the meaning of
        Section 860G(a)(3) of the Code, the party discovering such fact shall promptly
        (and in any event within five (5) Business Days of discovery) give written
        notice thereof to the other parties. In connection therewith, the Trustee
        shall
        require the appropriate Seller, at such Seller’s option, to either (i)
        substitute, if the conditions in Section 2.03(c) with respect to substitutions
        are satisfied, a Substitute Loan for the affected Loan within 90 days from
        the
        discovery or (ii) repurchase the affected Loan within 90 days of such
        discovery in the same manner as it would repurchase a Loan for a breach of
        representation or warranty made pursuant to Section 2.03. The Trustee shall
        reconvey to such Seller the Loan to be released pursuant hereto in the same
        manner, and on the same terms and conditions, as it would release a Loan
        repurchased for breach of a representation or warranty contained in Section
        2.03.

      


      SECTION
        2.06.
        Execution and Delivery of Certificates.

      


      The
        Trustee acknowledges the transfer and assignment to it of the Trust Fund
        and,
        concurrently with such transfer and assignment and in payment therefor, has
        executed and delivered to or upon the order of the Depositor, the Certificates
        in authorized denominations evidencing directly or indirectly the entire
        ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
        exercise the rights referred to above for the benefit of all present and
        future
        Certificateholders and to perform the duties set forth in this Agreement
        to the
        best of its ability, to the end that the interests of the Certificateholders
        may
        be adequately and effectively protected. 

      


      SECTION
        2.07.
        REMIC
        Matters.

      


      The
        Preliminary Statement sets forth the designations for federal income tax
        purposes of all interests created hereby. The “latest possible maturity date”
shall be the Latest Possible Maturity Date. The “Startup Day” for purposes of
        the REMIC Provisions shall be the Closing Date. The “tax matters person” with
        respect to each REMIC created hereunder shall be the Trustee and the Trustee
        shall hold the Tax Matters Person Certificate. The Trust Fund’s fiscal year
        shall be the calendar year and, for purposes of section 860C of the Code,
        the
        taxable income of each REMIC created hereunder shall be computed under an
        accrual method of accounting.

      


      The
        Trustee shall treat each of the Net WAC Cap Account, the Swap Account, the
        Cap
        Account and the Final Maturity Reserve Fund as a separate and distinct outside
        reserve fund within the meaning of §1.860G-2(h) of the Income Tax Regulations.
        None of the Net WAC Cap Account, the Swap Account, the Cap Account, the Final
        Maturity Reserve Fund, the Cap Agreement or the Swap Agreement shall be treated
        as an asset of any REMIC. The Holders of the Class X Certificates will own
        the
        Net WAC Cap Account, the Final Maturity Reserve Fund, the Cap Account and
        the
        Swap Account. 

      


      The
        Trustee shall treat the Holders of the Offered Certificates as having entered
        into a notional principal contract with the Holders of the Class X Certificates.
        Pursuant to each such notional principal contract, all Holders of the Offered
        Certificates shall be treated as having agreed to pay, on each Distribution
        Date, to the Holders of the Class X Certificates an aggregate amount equal
        to
        the excess, if any, of (i) the amount payable on such Distribution Date on
        the
        REMIC 3 Regular Interest corresponding to such Class of Certificates over
        (ii)
        the amount payable on such Class of Certificates on such Distribution Date
        (such
        excess, a “Class
        I Shortfall”).
        A
        Class I Shortfall shall be allocated to each Class of Offered Certificates
        to
        the extent that interest accrued on such Class for the related Interest Accrual
        Period at the Pass-Through Rate for such Class, computed by substituting
“REMIC
        2 Net WAC Cap” for “Net WAC Cap” in the definition thereof, exceeds the amount
        of interest accrued for the related Interest Accrual Period. In addition,
        pursuant to such notional principal contract, the beneficial owner of the
        Class
        X Certificates shall be treated as having agreed to pay Net WAC Cap Carryover
        amounts to the owners of the Offered Certificates in accordance with the
        terms
        of this Agreement. Any payments to the Certificates in light of the foregoing
        shall not be payments with respect to a “regular interest” in a REMIC within the
        meaning of Code Section 860G(a)(1). However, any payment deemed made by the
        Holders of the Offered Certificates in respect of a Class I Shortfall shall
        be
        treated for tax purposes as having been received by the Holders of such Offered
        Certificates in respect of their REMIC 3 Regular Interests and as having
        been
        paid by such beneficial owners to the Holders of the Class X Certificates
        pursuant to the notional principal contract. Thus, each Offered Certificate
        shall be treated as representing not only ownership of regular interests
        in the
        REMIC 3, but also ownership of an interest in (and obligations with respect
        to)
        a notional principal contract. For tax purposes, the notional principal contract
        shall be deemed to have a value in favor of the Offered Certificates of $500
        as
        of the Closing Date.

      


      
        
          
          

        

        
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      In
        no
        event shall any payments of Net WAC Cap Carryover be treated as payments
        with
        respect to a “regular interest” in a REMIC within the meaning of Code Section
        860G(a)(1). 

      


      SECTION
        2.08.
        Covenants of the Servicer.

      


      The
        Servicer hereby covenants to the Depositor and the Trustee as
        follows:

      


      (a) the
        Servicer shall comply in the performance of its obligations under this Agreement
        with all reasonable rules and requirements of the insurer under each Required
        Insurance Policy; and

      


      (b) no
        written information, certificate of an officer, statement furnished in writing
        or written report delivered to the Depositor, any affiliate of the Depositor
        or
        the Trustee and prepared by the Servicer pursuant to this Agreement will
        contain
        any untrue statement of a material fact or omit to state a material fact
        necessary to make such information, certificate, statement or report not
        misleading. 

      


      


      ARTICLE
        III

      ADMINISTRATION
        AND SERVICING

      OF
        LOANS

      


      SECTION
        3.01.
        Servicer to Service Loans.

      


      For
        and
        on behalf of the Certificateholders, the Servicer shall service and administer
        the Loans in accordance with the terms of this Agreement and customary and
        usual
        standards of practice of prudent mortgage loan servicers, and the Servicer
        shall
        maintain all material licenses
        necessary for the conduct of its business.
        In
        connection with such servicing and administration, the Servicer shall have
        full
        power and authority, acting alone and/or through Subservicers as provided
        in
        Section 3.02 hereof, to do or cause to be done any and all things that it
        may
        deem necessary or desirable in connection with such servicing and
        administration, including but not limited to, the power and authority, subject
        to the terms hereof, (i) to execute and deliver, on behalf of the
        Certificateholders and the Trustee, customary consents or waivers and other
        instruments and documents, (ii) to consent to transfers of any Mortgaged
        Property and assumptions of the Mortgage Notes and related Mortgages (but
        only
        in the manner provided in this Agreement), (iii) to collect any Insurance
        Proceeds and other Liquidation Proceeds and Recoveries and (iv) to effectuate
        foreclosure or other conversion of the ownership of the Mortgaged Property
        securing any Loan; provided
        that the
        Servicer shall not take any action that is inconsistent with or prejudices
        the
        interests of the Trust Fund or the Certificateholders in any Loan or the
        rights
        and interests of the Depositor, the Trustee and the Certificateholders under
        this Agreement. The Servicer shall represent and protect the interests of
        the
        Trust Fund in the same manner as it protects its own interests in mortgage
        loans
        in its own portfolio in any claim, proceeding or litigation regarding a Loan,
        and shall not make or permit any modification, waiver or amendment of any
        Loan
        which would cause the Trust Fund to fail to qualify as one or more REMICs
        or
        result in the imposition of any tax under Section 860F(a) or Section 860G(d)
        of
        the Code. Without limiting the generality of the foregoing, the Servicer,
        in its
        own name or in the name of the Depositor and the Trustee, is hereby authorized
        and empowered by the Depositor and the Trustee, when the Servicer believes
        it
        appropriate in its reasonable judgment, to execute and deliver, on behalf
        of the
        Trustee, the Depositor, the Certificateholders or any of them, any and all
        instruments of satisfaction or cancellation, or of partial or full release
        or
        discharge and all other comparable instruments, with respect to the Loans,
        and
        with respect to the Mortgaged Properties held for the benefit of the
        Certificateholders. The Servicer shall prepare and deliver to the Depositor
        and/or the Trustee such documents requiring execution and delivery by either
        or
        both of them as are necessary or appropriate to enable the Servicer to service
        and administer the Loans to the extent that the Servicer is not permitted
        to
        execute and deliver such documents pursuant to the preceding sentence. Upon
        receipt of such documents, the Depositor and/or the Trustee shall execute
        such
        documents and deliver them to the Servicer. In addition, upon the request
        of the
        Servicer from time to time the Trustee shall execute and deliver to the Servicer
        one or more powers of attorney in the form attached hereto as Exhibit M.
        

      


      
        
          
          

        

        
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      SECTION
        3.02.
        Subservicing; Enforcement of the Obligations of Servicers.

      


      (a) The
        Servicer may arrange for the subservicing of any Loan by a Subservicer pursuant
        to a subservicing agreement; provided,
        however,
        that
        such subservicing arrangement and the terms of the related subservicing
        agreement must provide for the servicing of such Loans in a manner consistent
        with the servicing arrangements contemplated hereunder. Unless the context
        otherwise requires, references in this Agreement to actions taken or to be
        taken
        by the Servicer in servicing the Loans include actions taken or to be taken
        by a
        Subservicer on behalf of the Servicer. Notwithstanding the provisions of
        any
        subservicing agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Servicer and a Subservicer or reference
        to actions taken through a Subservicer or otherwise, the Servicer shall remain
        obligated and liable to the Depositor, the Trustee and the Certificateholders
        for the servicing and administration of the Loans in accordance with the
        provisions of this Agreement without diminution of such obligation or liability
        by virtue of such subservicing agreements or arrangements or by virtue of
        indemnification from the Subservicer and to the same extent and under the
        same
        terms and conditions as if the Servicer alone were servicing and administering
        the Loans. All actions of each Subservicer performed pursuant to the related
        subservicing agreement shall be performed as an agent of the Servicer with
        the
        same force and effect as if performed directly by the Servicer. Each
        subservicing agreement, if any, shall provide that any successor servicer
        (including, without limitation, the Trustee acting in such capacity) shall
        have
        the right to terminate such subservicing agreement without the payment of
        any
        fees or other amounts to the subservicer.

      


      (b) 
        For
        purposes of this Agreement, the Servicer shall be deemed to have received
        any
        collections, recoveries or payments with respect to the Loans that are received
        by a Subservicer regardless of whether such payments are remitted by the
        Subservicer to the Servicer.

      


      SECTION
        3.03.
        Rights
        of the Depositor and the Trustee in Respect of the Servicer.

      


      The
        Depositor may, but is not obligated to, enforce the obligations of the Servicer
        hereunder and may, but is not obligated to, perform, or cause a designee
        to
        perform, any defaulted obligation of the Servicer hereunder and in connection
        with any such defaulted obligation to exercise the related rights of the
        Servicer hereunder; provided
        that the
        Servicer shall not be relieved of any of its obligations hereunder by virtue
        of
        such performance by the Depositor or its designee. Neither the Trustee nor
        the
        Depositor shall have any responsibility or liability for any action or failure
        to act by the Servicer nor shall the Trustee or the Depositor be obligated
        to
        supervise the performance of the Servicer hereunder or otherwise.

       

      
        
          
          

        

        
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      SECTION
        3.04.
        Trustee
        to Act as Servicer.

      


      In
        the
        event that the Servicer shall for any reason no longer be the Servicer hereunder
        (including by reason of an Event of Default), the Trustee or its successor
        shall
        thereupon assume all of the rights and obligations of the Servicer hereunder
        arising thereafter (except that the Trustee shall not be (i) liable for
        losses of the Servicer pursuant to Section 3.09 hereof or any acts or omissions
        of the predecessor Servicer hereunder, (ii) obligated to make Advances if
        it is
        prohibited from doing so by applicable law, (iii) obligated to effectuate
        repurchases or substitutions of Loans hereunder including, but not limited
        to,
        repurchases or substitutions of Loans pursuant to Section 2.02 or 2.03 hereof,
        (iv) responsible for expenses of the Servicer pursuant to Section 2.03 or
        (v)
        deemed to have made any representations and warranties of the Servicer
        hereunder). Any such assumption shall be subject to Section 7.02 hereof.
        If the
        Servicer shall for any reason no longer be the Servicer (including by reason
        of
        any Event of Default), the Trustee or its successor shall succeed to any
        rights
        and obligations of the Servicer under each subservicing agreement.

      


      The
        Servicer shall, upon request of the Trustee, but at the expense of the Servicer,
        deliver to the assuming party all documents and records relating to each
        subservicing agreement or substitute subservicing agreement and the Loans
        then
        being serviced thereunder and an accounting of amounts collected or held
        by it
        and otherwise use its best efforts to effect the orderly and efficient transfer
        of the substitute subservicing agreement to the assuming party.

      


      SECTION
        3.05.
        Collection of Loan Payments; Certificate Account; Distribution
        Account.

      


      (a) The
        Servicer shall make reasonable efforts in accordance with the customary and
        usual standards of practice of prudent mortgage servicers to collect all
        payments called for under the terms and provisions of the Loans to the extent
        such procedures shall be consistent with this Agreement and the terms and
        provisions of any related Required Insurance Policy. Consistent with the
        foregoing, the Servicer may in its discretion (i) waive any late payment
        charge
        or any prepayment charge or penalty interest in connection with the prepayment
        of a Loan and (ii) extend the due dates for payments due on a Mortgage Note
        for
        a period not greater than 180 days; provided,
        however,
        that
        the Servicer cannot extend the maturity of any such Loan past the date on
        which
        the final payment is due on the latest maturing Loan as of the Cut-off Date.
        In
        the event of any such arrangement, the Servicer shall make Advances on the
        related Loan in accordance with the provisions of Section 4.01 during the
        scheduled period in accordance with the amortization schedule of such Loan
        without modification thereof by reason of such arrangements. The Servicer
        shall
        not be required to institute or join in litigation with respect to collection
        of
        any payment (whether under a Mortgage, Mortgage Note or otherwise or against
        any
        public or governmental authority with respect to a taking or condemnation)
        if it
        reasonably believes that enforcing the provision of the Mortgage or other
        instrument pursuant to which such payment is required is prohibited by
        applicable law.

      


      (b) The
        Servicer shall establish and maintain a Certificate Account into which the
        Servicer shall deposit or cause to be deposited within one Business Day of
        receipt, except as otherwise specifically provided herein, the following
        payments and collections remitted by Subservicers or received by it in respect
        of the Loans subsequent to the Cut-off Date (other than in respect of principal
        and interest due on the Loans on or before the Cut-off Date) and the following
        amounts required to be deposited hereunder:

      


      (i) all
        payments on account of principal on the Loans, including Principal
        Prepayments;

      


      (ii) all
        payments on account of interest on the Loans, net of the related Servicing
        Fee;

      


      
        
          
          

        

        
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      (iii) all
        Insurance Proceeds and Liquidation Proceeds, other than proceeds to be applied
        to the restoration or repair of the Mortgaged Property or released to the
        Mortgagor in accordance with the Servicer’s normal servicing procedures, and all
        Recoveries;

      


      (iv) any
        amount required to be deposited by the Servicer pursuant to Section 3.05(d)
        in
        connection with any losses on Permitted Investments;

      


      (v) any
        amounts required to be deposited by the Servicer pursuant to Section 3.09(c)
        and, in respect of net monthly rental income from REO Property, pursuant
        to
        Section 3.11 hereof;

      


      (vi) all
        Substitution Adjustment Amounts;

      


      (vii) all
        Advances made by the Servicer pursuant to Section 4.01; 

      


      (viii) all
        Principal Prepayments, Liquidation Proceeds and other unscheduled payments
        on
        the Loans received on the Cut-off Date; and

      


      (ix) any
        other
        amounts required to be deposited hereunder.

      


      The
        foregoing requirements for remittance by the Servicer shall be exclusive,
        it
        being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of prepayment penalties, late payment charges
        or assumption fees, if collected, need not be remitted by the Servicer. In
        the
        event that the Servicer shall remit any amount not required to be remitted,
        it
        may at any time withdraw or direct the institution maintaining the Certificate
        Account to withdraw such amount from the Certificate Account, any provision
        herein to the contrary notwithstanding. Such withdrawal or direction may
        be
        accomplished by delivering written notice thereof to the Trustee or such
        other
        institution maintaining the Certificate Account which describes the amounts
        deposited in error in the Certificate Account. The Servicer shall maintain
        adequate records with respect to all withdrawals made pursuant to this Section.
        All funds deposited in the Certificate Account shall be held in trust for
        the
        Certificateholders until withdrawn in accordance with Section 3.08.

      


      (c) The
        Trustee shall establish and maintain, for the benefit of the Certificateholders,
        the Distribution Account. The Trustee shall, promptly upon receipt, deposit
        in
        the Distribution Account and retain therein the following:

      


      (i) the
        aggregate amount remitted by the Servicer to the Trustee pursuant to Section
        3.08(a)(ix); and

      


      (ii) any
        other
        amounts deposited hereunder which are required to be deposited in the
        Distribution Account.

      


      In
        the
        event that the Servicer shall remit any amount not required to be remitted,
        it
        may at any time direct the Trustee to withdraw such amount from the Distribution
        Account, any provision herein to the contrary notwithstanding. Such direction
        may be accomplished by delivering an Officer’s Certificate to the Trustee which
        describes the amounts deposited in error in the Distribution Account. All
        funds
        deposited in the Distribution Account shall be held by the Trustee uninvested
        in
        trust for the Certificateholders until disbursed in accordance with this
        Agreement or withdrawn in accordance with Section 3.08. In no event shall
        the
        Trustee incur liability for withdrawals from the Distribution Account at
        the
        direction of the Servicer.

      


      (d) The
        Servicer may direct, in writing, each institution at which the Certificate
        Account is maintained to invest the funds therein in specified Permitted
        Investments, which shall mature not later than, the second Business Day next
        preceding the Distribution Account Deposit Date (except that if such Permitted
        Investment is an obligation of the institution that maintains such account
        or a
        fund for which such institution or affiliate thereof serves as an investment
        advisor, administrator, shareholder servicing agent and/or custodian or
        subcustodian, then such Permitted Investment shall mature not later than
        the
        Business Day next preceding such Distribution Account Deposit Date) and shall
        not be sold or disposed of prior to its maturity. All such Permitted Investments
        shall be made in the name of the Trustee, for the benefit of the
        Certificateholders. So long as no Event of Default shall have occurred and
        be
        continuing, all income earned on funds on deposit in the Certificate Account,
        net of any losses realized from any Permitted Investments made with such
        funds,
        shall be for the benefit of the Servicer as servicing compensation and shall
        be
        remitted to it monthly as provided herein. If an Event of Default has occurred
        and is continuing, all income earned on funds on deposit in the Certificate
        Account, net of any losses realized from any Permitted Investments made with
        such funds, shall be deposited into the Certificate Account without right
        of
        reimbursement. The amount of any realized losses in the Certificate Account
        in
        respect of any such Permitted Investments shall promptly be deposited by
        the
        Servicer (from its own funds) in the Certificate Account. The Trustee in
        its
        fiduciary capacity shall not be liable for the amount of any loss incurred
        in
        respect of any investment or lack of investment of funds held in the Certificate
        Account and made in accordance with this Section 3.05.

      


      
        
          
          

        

        
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      (e) The
        Servicer shall give notice to the Trustee, each Seller, each Rating Agency
        and
        the Depositor of any proposed change of the location of the Certificate Account
        prior to any change thereof. The Trustee shall give notice to the Servicer,
        each
        Seller, each Rating Agency and the Depositor of any proposed change of the
        location of the Distribution Account prior to any change thereof. 

      


      SECTION
        3.06.
        Payment
        of Taxes, Assessments, Hazard Insurance Premiums and Similar Items; Escrow
        Accounts.

      


      (a) The
        Servicer shall require Mortgagors to pay all taxes, assessments, hazard
        insurance premiums, flood insurance premiums, condominium association dues
        or
        comparable items for the account of the Mortgagors. To the extent required
        by
        the Seller at the time the related Loan was originated and not violative
        of
        current law, the Servicer shall establish and maintain one or more accounts
        (each, an “Escrow
        Account”)
        and
        deposit and retain therein all collections from the Mortgagors (or advances
        by
        the Servicer) for the payment of taxes, assessments, hazard insurance premiums,
        condominium association dues or comparable items for the account of the
        Mortgagors. Nothing herein shall require the Servicer to compel a Mortgagor
        to
        establish an Escrow Account in violation of applicable law or if the Seller
        of
        the related Loan did not require the establishment of an Escrow Account at
        the
        time the Loan was originated.

      


      Withdrawals
        of amounts so collected from the Escrow Accounts may be made only to effect
        timely payment of taxes, assessments, hazard insurance premiums, condominium
        association dues, or comparable items, to reimburse the Servicer out of related
        collections for any payments made pursuant to Sections 3.01 hereof (with
        respect
        to taxes and assessments and insurance premiums) and 3.09 hereof (with respect
        to hazard insurance), to refund to any Mortgagors any sums determined to
        be
        overages, to pay interest, if required by law or the terms of the related
        Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
        or to
        clear and terminate the Escrow Account at the termination of this Agreement
        in
        accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part
        of
        the Trust Fund.

      


      (b) The
        Servicer shall advance any payments referred to in Section 3.06(a) that are
        not
        timely paid by the Mortgagors on the date when the tax, premium or other
        cost
        for which such payment is intended is due, but the Servicer shall be required
        so
        to advance only to the extent that such advances, in the good faith judgment
        of
        the Servicer, are required to be made to protect the lien of the Mortgage
        and
        will be recoverable by the Servicer out of Insurance Proceeds, Liquidation
        Proceeds or otherwise. The amount of any such advances made by the Servicer
        for
        the purpose of maintaining any hazard or flood insurance shall not, for the
        purpose of calculating monthly distributions to the Certificateholders or
        remittances to the Trustee for their benefit, be added to the principal balance
        of the related Loan, notwithstanding that the terms of the Loan so permit.
        Any
        advance made by the Servicer pursuant to this Section 3.06 shall be recoverable
        as a Servicing Advance to the extent permitted by Section 3.08. 

      


      
        
          
          

        

        
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      SECTION
        3.07.
        Access
        to Certain Documentation and Information Regarding the Loans.

      


      (a)  The
        Servicer shall afford the Depositor, the Trustee and each Rating Agency
        reasonable access to all records and documentation regarding the Loans and
        all
        accounts, insurance information and other matters relating to this Agreement,
        such access being afforded without charge, but only upon reasonable request
        and
        during normal business hours at the office designated by the
        Servicer.

      


      (b)  Upon
        reasonable advance notice in writing, the Servicer will provide to each
        Certificateholder which is a savings and loan association, bank or insurance
        company certain reports and reasonable access to information and documentation
        regarding the Loans sufficient to permit such Certificateholder to comply
        with
        applicable regulations of the OTS or other regulatory authorities with respect
        to investment in the Certificates; provided
        that the
        Servicer shall be entitled to be reimbursed by each such Certificateholder
        for
        actual expenses incurred by the Servicer in providing such reports and
        access.

      


      SECTION
        3.08.
        Permitted Withdrawals from the Certificate Account and Distribution
        Account.

      


      (a) The
        Servicer may from time to time make withdrawals from the Certificate Account
        for
        the following purposes:

      


      (i) to
        pay to
        the Servicer (to the extent not previously retained by the Servicer) the
        servicing compensation to which it is entitled pursuant to Section 3.13,
        and, subject to Section 3.05(d), to pay to the Servicer, as additional servicing
        compensation, earnings on or investment income with respect to funds in or
        credited to the Certificate Account;

      


      (ii) to
        reimburse the Servicer for unreimbursed Advances made by it, such right of
        reimbursement pursuant to this subclause (ii) being limited to amounts received
        on the Loan(s) in respect of which any such Advance was made, excluding any
        Purchase Price proceeds received from the Servicer pursuant to Section 3.11
        and
        subject to Section 9.01;

      


      (iii) to
        reimburse the Servicer for any Nonrecoverable Advance previously made, except
        that the Servicer shall no longer be entitled to reimbursement for any
        Nonrecoverable Advance on a Loan as of the date the Servicer purchases such
        Loan
        from the Trust Fund pursuant to Section 3.11 or Section 9.01;

      


      (iv) to
        reimburse the Servicer for Insured Expenses from the related Insurance
        Proceeds;

      


      (v) to
        reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer’s
        right to reimbursement pursuant to this clause (a) with respect to any Loan
        being limited to amounts received on such Loan(s) which represent late
        recoveries of the payments for which such Servicing Advances were made pursuant
        to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided
        in
        Section 3.11 hereof;

      


      (vi) to
        pay to
        the purchaser, with respect to each Loan or property acquired in respect
        thereof
        that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts
        received thereon after the date of such purchase;

      


      
        
          
          

        

        
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      (vii) to
        (A)
        reimburse the Sellers, the Servicer or the Depositor for expenses incurred
        by
        any of them that are reimbursable pursuant to Section 6.03 hereof or (B)
        to pay
        to the Trustee any Trustee Permitted Withdrawal Amounts;

      


      (viii) to
        withdraw any amount deposited in the Certificate Account and not required
        to be
        deposited therein;

      


      (ix) on
        or
        prior to the Distribution Account Deposit Date, to withdraw an amount equal
        to
        the Available Funds for such Distribution Date and remit such amounts to
        the
        Trustee for deposit in the Distribution Account; and

      


      (x) to
        clear
        and terminate the Certificate Account upon termination of this Agreement
        pursuant to Section 9.01 hereof.

      


      The
        Servicer shall keep and maintain separate accounting, on a Loan by Loan basis,
        for the purpose of justifying any withdrawal from the Certificate Account
        pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making
        any
        withdrawal from the Certificate Account pursuant to subclause (iii), the
        Servicer shall deliver to the Trustee an Officer’s Certificate of a Servicing
        Officer indicating the amount of any previous Advance determined by the Servicer
        to be a Nonrecoverable Advance and identifying the related Loans(s), and
        their
        respective portions of such Nonrecoverable Advance.

      


      (b) The
        Trustee shall withdraw funds from the Distribution Account to make the
        distributions specified in this Agreement (and to withhold from the amounts
        so
        withdrawn, the amount of any taxes that it is authorized to withhold pursuant
        to
        the last paragraph of Section 8.11). In addition, the Trustee may from time
        to
        time make withdrawals from the Distribution Account for the following
        purposes:

      


      (i) to
        the
        extent not remitted by the Servicer pursuant to Section 3.08(a)(vii)(B) above
        within a reasonable period of time after request by the Trustee, to remit
        (prior
        to making any other distributions from amounts held in the Distribution Account)
        to itself any Trustee Permitted Withdrawal Amounts;

      


      (ii) to
        withdraw and return to the Servicer any amount deposited in the Distribution
        Account and not required to be deposited therein; and

      


      (iii) to
        clear
        and terminate the Distribution Account upon termination of the Agreement
        pursuant to Section 9.01 hereof.

      


      SECTION
        3.09.
        Maintenance of Hazard Insurance; Maintenance of Primary Insurance
        Policies.

      


      (a) The
        Servicer shall require Mortgagors to maintain, for each Loan, hazard insurance
        with extended coverage (i) in the case of a Loan secured by a Mortgage creating
        a first lien on the related Mortgaged Property, in an amount that is at least
        equal to the original principal balance of such Loan or the maximum insurable
        value of the improvements on such Mortgaged Property, whichever is less,
        and
        (ii) in the case of a Second Lien Loan, in an amount equal to the lesser
        of the
        combined principal balance of such Second Lien Loan and the related first
        lien
        mortgage loan or the maximum insurable value of the improvements on the related
        Mortgaged Property. Each such policy of standard hazard insurance shall contain,
        or have an accompanying endorsement that contains, a standard mortgagee clause.
        Any amounts collected by the Servicer under any such policies (other than
        the
        amounts to be applied to the restoration or repair of the improvements on
        the
        related Mortgaged Property or amounts released to the Mortgagor in accordance
        with the Servicer’s normal servicing procedures) shall be deposited in the
        Certificate Account. It is understood and agreed that no earthquake or other
        additional insurance is to be required of any Mortgagor or maintained on
        property acquired in respect of a Mortgage other than pursuant to such
        applicable laws and regulations as shall at any time be in force and as shall
        require such additional insurance. If the Mortgaged Property is located at
        the
        time of origination of the Loan in a federally designated special flood hazard
        area and such area is participating in the national flood insurance program,
        the
        Servicer shall require the related Mortgagor to maintain flood insurance
        with
        respect to such Loan. Such flood insurance shall be in an amount equal to
        the
        original principal balance of the related Loan.

      


      
        
          
          

        

        
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      (b) The
        Servicer shall not be required to have Mortgagors maintain any Primary Mortgage
        Insurance Policy with respect to any Loan, but may do so as allowed by law,
        and
        shall allow the cancellation of any such Primary Mortgage Insurance Policy
        as
        required by law. The Servicer shall not take any action which would result
        in
        non-coverage under any applicable Primary Mortgage Insurance Policy of any
        loss
        which, but for the actions of the Servicer, would have been covered thereunder.
        If any Mortgagor fails to pay the premiums for its Primary Mortgage Insurance
        Policy, if any, the Servicer may, but shall not be required to, pay such
        premiums. Any payment made by the Servicer pursuant to this Section 3.09(b)
        shall be recoverable as a Servicing Advance to the extent permitted by Section
        3.08.

      


      (c) In
        connection with its activities as Servicer of the Loans, the Servicer agrees
        to
        present on behalf of itself, the Trustee and the Certificateholders, claims
        to
        the insurer under any Primary Mortgage Insurance Policies and, in this regard,
        to take such reasonable action as shall be necessary to permit recovery under
        any Primary Mortgage Insurance Policies respecting defaulted Loans. Any amounts
        collected by the Servicer under any Primary Mortgage Insurance Policies shall
        be
        deposited in the Certificate Account.

      


      SECTION
        3.10.
        Enforcement of Due-on-Sale Clauses; Assumption Agreements.

      


      (a) When
        any
        property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer,
        to the extent that it has knowledge of such conveyance, may, at its discretion,
        but is not required to, enforce any due-on-sale clause contained in any Mortgage
        Note or Mortgage, to the extent permitted under applicable law and governmental
        regulations, but only to the extent that such enforcement will not adversely
        affect or jeopardize coverage under any Required Insurance Policy. The Servicer
        is authorized, subject to Section 3.10(b), to take or enter into an assumption
        and modification agreement from or with the Person to whom such property
        has
        been or is about to be conveyed, pursuant to which such Person becomes liable
        under the Mortgage Note and, unless prohibited by applicable state law, the
        Mortgagor remains liable thereon, provided that the Loan shall continue to
        be
        covered (if so covered before the Servicer enters such agreement) by the
        applicable Required Insurance Policies. The Servicer, subject to Section
        3.10(b), is also authorized with the prior approval of the insurers under
        any
        Required Insurance Policies to enter into a substitution of liability agreement
        with such Person, pursuant to which the original Mortgagor is released from
        liability and such Person is substituted as Mortgagor and becomes liable
        under
        the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not
        be
        deemed to be in default under this Section by reason of any transfer or
        assumption which the Servicer reasonably believes it is restricted by law
        from
        preventing, for any reason whatsoever.

      


      (b) In
        any
        case in which a Mortgaged Property has been conveyed to a Person by a Mortgagor,
        and such Person is to enter into an assumption agreement or modification
        agreement or supplement to the Mortgage Note or Mortgage that requires the
        signature of the Trustee, or if an instrument of release signed by the Trustee
        is required releasing the Mortgagor from liability on the Loan, the Servicer
        shall prepare and deliver or cause to be prepared and delivered to the Trustee
        for signature and shall direct, in writing, the Trustee to execute the
        assumption agreement with the Person to whom the Mortgaged Property is to
        be
        conveyed and such modification agreement or supplement to the Mortgage Note
        or
        Mortgage or other instruments as are reasonable or necessary to carry out
        the
        terms of the Mortgage Note or Mortgage or otherwise to comply with any
        applicable laws regarding assumptions or the transfer of the Mortgaged Property
        to such Person. In connection with any such assumption, no material term
        of the
        Mortgage Note may be changed. In addition, the substitute Mortgagor and the
        Mortgaged Property must be acceptable to the Servicer in accordance with
        its
        underwriting standards as then in effect. Together with each such substitution,
        assumption or other agreement or instrument delivered to the Trustee for
        execution by it, the Servicer shall deliver an Officer’s Certificate signed by a
        Servicing Officer stating that the requirements of this subsection have been
        met
        in connection therewith. The Servicer shall notify the Trustee that any such
        substitution or assumption agreement has been completed by forwarding to
        the
        Trustee the original of such substitution or assumption agreement, which
        in the
        case of the original shall be added to the related Mortgage File and shall,
        for
        all purposes, be considered a part of such Mortgage File to the same extent
        as
        all other documents and instruments constituting a part thereof. Any fee
        collected by the Servicer for entering into an assumption or substitution
        of
        liability agreement will be retained by the Servicer as additional servicing
        compensation.

      


      
        
          
          

        

        
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      SECTION
        3.11.
        Realization Upon Defaulted Loans; Repurchase and Sale of Certain
        Loans.

      


      The
        Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
        convert the ownership of properties securing such of the Loans as come into
        and
        continue in default and as to which no satisfactory arrangements can be made
        for
        collection of delinquent payments. In connection with such foreclosure or
        other
        conversion, the Servicer shall follow such practices and procedures as it
        shall
        deem necessary or advisable
        and
        as shall
        be normal and usual in its general mortgage servicing activities and meet
        the
        requirements of the insurer under any Required Insurance Policy; provided,
        however,
        that
        the Servicer shall not be required to expend its own funds in connection
        with
        any foreclosure or towards the restoration of any property unless it shall
        determine (i) that such restoration and/or foreclosure will increase the
        proceeds of liquidation of the Loan after reimbursement to itself of such
        expenses and (ii) that such expenses will be recoverable to it through
        Liquidation Proceeds (respecting which it shall have priority for purposes
        of
        withdrawals from the Certificate Account). The Servicer shall be responsible
        for
        all other costs and expenses incurred by it in any such proceedings;
provided,
        however,
        that it
        shall be entitled to reimbursement thereof from the liquidation proceeds
        with
        respect to the related Mortgaged Property, as provided in the definition
        of
        Liquidation Proceeds. If the Servicer has knowledge that a Mortgaged Property
        which the Servicer is contemplating acquiring in foreclosure or by deed in
        lieu
        of foreclosure is located within a one mile radius of any site with
        environmental or hazardous waste risks known to the Servicer, the Servicer
        will,
        prior to acquiring the Mortgaged Property, consider such risks and only take
        action in accordance with its established environmental review
        procedures.

      


      With
        respect to any REO Property, the deed or certificate of sale shall be taken
        in
        the name of the Trustee for the benefit of the Certificateholders, or its
        nominee, on behalf of the Certificateholders. The Trustee’s name shall be placed
        on the title to such REO Property solely as the Trustee hereunder and not
        in its
        individual capacity. The Servicer shall ensure that the title to such REO
        Property references this Agreement and the Trustee’s capacity thereunder. In
        order to facilitate sales of REO Properties by the Servicer, upon the Servicer’s
        request, the Trustee shall promptly provide the Servicer with appropriate
        limited durable powers of attorney or such other documentation as may reasonably
        be required by the Servicer or purchasers of REO Properties to consummate
        such
        sales. Pursuant to its efforts to sell such REO Property, the Servicer shall
        either itself or through an agent selected by the Servicer protect and conserve
        such REO Property in the same manner and to such extent as is customary in
        the
        locality where such REO Property is located and may, incident to its
        conservation and protection of the interests of the Certificateholders, rent
        the
        same, or any part thereof, as the Servicer
        deems
        to be in
        the best interest of the Certificateholders for the period prior to the sale
        of
        such REO Property. The Servicer shall prepare for and deliver to the Trustee
        a
        statement with respect to each REO Property that has been rented showing
        the
        aggregate rental income received and all expenses incurred in connection
        with
        the management and maintenance of such REO Property at such times as is
        necessary to enable the Trustee to comply with the reporting requirements
        of the
        REMIC Provisions. The net monthly income, if any, from such REO Property
        shall
        be deposited in the Certificate Account no later than the close of business
        on
        each Determination Date. The Servicer shall perform the tax reporting and
        withholding required by Sections 1445 and 6050J of the Code with respect
        to
        foreclosures and abandonments, the tax reporting required by Section 6050H
        of
        the Code with respect to the receipt of mortgage interest from individuals
        and
        any tax reporting required by Section 6050P of the Code with respect to the
        cancellation of indebtedness by certain financial entities, by preparing
        such
        tax and information returns as may be required, in the form required, and
        delivering the same to the Trustee for filing.

      


      
        
          
          

        

        
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      In
        the
        event that the Trust Fund acquires any Mortgaged Property as aforesaid or
        otherwise in connection with a default or imminent default on a Loan, the
        Servicer shall dispose of such Mortgaged Property prior to the close of the
        third taxable year of the Trust Fund following the taxable year of the Trust
        Fund in which the Trust Fund acquired such Mortgaged Property, unless the
        Trustee shall have been supplied with an Opinion of Counsel (which Opinion
        of
        Counsel shall not be at the expense of the Trustee) to the effect that the
        holding by the Trust Fund of such Mortgaged Property subsequent to such
        three-year period will not result in the imposition of taxes on “prohibited
        transactions” of any REMIC hereunder as defined in section 860F of the Code or
        cause any REMIC to fail to qualify as one or more REMICs at any time that
        any
        Certificates are outstanding, in which case the Trust Fund may continue to
        hold
        such Mortgaged Property (subject to any conditions contained in such Opinion
        of
        Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged
        Property acquired by the Trust Fund shall be rented (or allowed to continue
        to
        be rented) or otherwise used for the production of income by or on behalf
        of the
        Trust Fund in such a manner or pursuant to any terms that would (i) cause
        such
        Mortgaged Property to fail to qualify as “foreclosure property” within the
        meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC to the
        imposition of any federal, state or local income taxes on the income earned
        from
        such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
        the Servicer has agreed to
        indemnify and hold harmless the Trust Fund with respect to the imposition
        of any
        such taxes.

      


      The
        decision of the Servicer to foreclose on a defaulted Loan shall be subject
        to a
        determination by the Servicer
        that
        the
        proceeds of such foreclosure would exceed the costs and expenses of bringing
        such a proceeding.

      


      The
        proceeds from any liquidation of a Loan, as well as any income from an REO
        Property, will be applied in the following order of priority: first, to
        reimburse the Servicer for any related unreimbursed Servicing Advances and
        Servicing Fees related to such Liquidated Loan; second, to reimburse the
        Servicer for any unreimbursed Advances; third, to accrued and unpaid interest
        (to the extent no Advance has been made for such amount or any such Advance
        has
        been reimbursed) on the Loan or related REO Property, at the Adjusted Net
        Mortgage Rate to the Due Date occurring in the calendar month preceding the
        month in which such amounts are required to be distributed; and fourth, as
        a
        recovery of principal of the Loan. Excess Proceeds, if any, from the liquidation
        of a Liquidated Loan will be retained by the Servicer as additional servicing
        compensation pursuant to Section 3.13.

      


      During
        the first full calendar month (but excluding the last Business Day thereof)
        following the calendar month in which a Loan became 91 days or more delinquent,
        the Servicer, in its sole discretion, shall have the right, but not the
        obligation, to purchase for its own account or for resale as set forth herein
        from the Trust Fund any Loan that is then still 91 days or more delinquent
        at a
        price equal to the Purchase Price. The Purchase Price for any Loan purchased
        hereunder shall be deposited in the Certificate Account and the Trustee,
        upon
        receipt of a Request for Release from the Servicer substantially in the form
        of
        Exhibit J, shall release or cause to be released to the Servicer the related
        Mortgage File and shall execute and deliver such instruments of transfer
        or
        assignment prepared by the purchaser, in each case without recourse, as shall
        be
        necessary to vest in the purchaser any Loan released pursuant hereto and
        the
        purchaser shall succeed to all the Trustee’s right, title and interest in and to
        such Loan and all security and documents related thereto. Such assignment
        shall
        be a sale and assignment outright and not for security. The purchaser shall
        thereupon own such Loan, and all security and documents, free of any further
        obligation to the Trustee or the Certificateholders with respect
        thereto.

      


      
        
          
          

        

        
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      If
        with
        respect to any delinquent Loan, the option of the Servicer set forth in the
        preceding paragraph shall have arisen but the Servicer shall have failed
        to
        exercise such option with respect to such Loan on or before the Business
        Day
        preceding the last Business Day of the calendar month following the calendar
        month during which such Loan first became 91 days or more delinquent, then
        such
        option shall automatically expire with respect to such Loan; provided,
        however,
        that if
        any such Loan shall cease to be 91 days or more delinquent but then subsequently
        shall again become 91 days or more delinquent, then the Servicer shall be
        entitled to another repurchase option with respect to such Loan as provided
        in
        the preceding paragraph. 

      


      SECTION
        3.12.
        Documents, Records and Funds in Possession of Servicer to be Held for the
        Trustee.

      


      Notwithstanding
        any other provisions of this Agreement, the Servicer shall transmit to the
        Trustee as required by this Agreement all documents and instruments in respect
        of a Loan coming into the possession of the Servicer from time to time and
        shall
        account fully to the Trustee for any funds received by the Servicer or which
        otherwise are collected by the Servicer as Liquidation Proceeds, Insurance
        Proceeds or Recoveries in respect of any Loan. All Mortgage Files and funds
        collected or held by, or under the control of, the Servicer in respect of
        any
        Loans, whether from the collection of principal and interest payments or
        from
        Liquidation Proceeds or Recoveries, including but not limited to, any funds
        on
        deposit in the Certificate Account, shall be held by the Servicer for and
        on
        behalf of the Trustee and shall be and remain the sole and exclusive property
        of
        the Trustee, subject to the applicable provisions of this Agreement. The
        Servicer also agrees that it shall not create, incur or subject any Mortgage
        File or any funds that are deposited in the Certificate Account, Distribution
        Account, or any funds that otherwise are or may become due or payable to
        the
        Trustee for the benefit of the Certificateholders, to any claim, lien, security
        interest, judgment, levy, writ of attachment or other encumbrance, or assert
        by
        legal action or otherwise any claim or right of setoff against any Mortgage
        File
        or any funds collected on, or in connection with, a Loan, except, however,
        that
        the Servicer shall be entitled to set off against and deduct from any such
        funds
        any amounts that are properly due and payable to the Servicer under this
        Agreement.

      


      SECTION
        3.13.
        Servicing Compensation.

      


      As
        compensation for its activities hereunder, the Servicer shall be entitled
        to
        retain or withdraw from the Certificate Account an amount equal to the Servicing
        Fee for each Loan, provided that the aggregate Servicing Fee for the Loans
        with
        respect to any Distribution Date shall be reduced (i) by an amount equal
        to the
        aggregate of the Prepayment Interest Shortfalls, if any, with respect to
        such
        Distribution Date, up to the full amount of the aggregate Servicing Fee,
        and
        (ii) with respect to the first Distribution Date, an amount equal to any
        amount
        to be deposited into the Certificate Account by the Sellers pursuant to Section
        2.01(a) and not so deposited. 

      


      Additional
        servicing compensation in the form of Excess Proceeds, Prepayment Interest
        Excess, prepayment penalties, assumption fees, late payment charges and all
        income earned on funds on deposit in the Certificate Account, net of any
        losses
        realized from any Permitted Investments made with such funds, shall be retained
        by the Servicer to the extent not required to be deposited in the Certificate
        Account pursuant to Section 3.05 hereof. The Servicer shall be required to
        pay
        all expenses incurred by it in connection with its servicing activities
        hereunder and shall not be entitled to reimbursement therefor except as
        specifically provided in this Agreement.

      


      
        
          
          

        

        
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      SECTION
        3.14.
        Access
        to Certain Documentation.

      


      The
        Servicer shall provide to the OTS and the FDIC and to comparable regulatory
        authorities supervising certain Certificateholders and the examiners and
        supervisory agents of the OTS, the FDIC and such other authorities, access
        to
        the documentation regarding the Loans required by applicable regulations
        of the
        OTS and the FDIC. Such access shall be afforded without charge, but only
        upon
        reasonable and prior written request and during normal business hours at
        the
        offices designated by the Servicer. Nothing in this Section shall limit the
        obligation of the Servicer to observe any applicable law prohibiting disclosure
        of information regarding the Mortgagors and the failure of the Servicer to
        provide access as provided in this Section as a result of such obligation
        shall
        not constitute a breach of this Section.

      


      SECTION
        3.15.
        Annual
        Statement as to Compliance.

      


      The
        Servicer shall deliver to the Depositor and the Trustee not later than March
        15
        of each calendar year commencing with the calendar year following the calendar
        year in which the Closing Date occurs, an annual compliance certificate pursuant
        to Item 1123 of Regulation AB, signed by an officer of the Servicer, stating
        that (i) a review of the activities of the Servicer during the preceding
        calendar year and of the performance of the Servicer under this Agreement
        has
        been made under such officer’s supervision and (ii) to the best of such
        officer’s knowledge, based on such review, the Servicer has fulfilled all its
        obligations under this Agreement in all material respects throughout such
        calendar year, or, if there has been a failure to fulfill any such obligation
        in
        any material respect, specifying each such failure known to such officer
        and the
        nature and status thereof. The Trustee shall forward a copy of each such
        statement to each Rating Agency. Copies of such compliance certificates shall
        be
        provided by the Servicer to any Certificateholder, without charge, upon the
        written request of such Certificateholder. 

      


      SECTION
        3.16.
        Servicer’s Annual Servicing Statement; Independent Public Accountants’
Attestation.

      


      (a) The
        Servicer shall deliver to the Depositor and the Trustee, not later than March
        15
        of each calendar year in which the Depositor is required to file an annual
        report on Form 10-K with respect to the Trust Fund, commencing with the calendar
        year following the calendar year in which the Closing Date occurs, a report
        regarding the Servicer’s assessment of its compliance with the Servicing
        Criteria. Copies of such report shall be provided by the Servicer, without
        charge, upon written request of such Certificateholder. Such report shall
        contain the following statements (which statements shall be based on the
        activities the Servicer performs with respect to asset-backed securities
        transactions taken as a whole involving the Servicer that are backed by the
        same
        asset type as the Loans):

      


      (i) a
        statement by the Servicer of its responsibility for assessing compliance
        with
        the Servicing Criteria applicable to the Servicer;

      


      (ii) a
        statement by the Servicer that it used the Servicing Criteria to assess
        compliance with the Servicing Criteria applicable to the Servicer;

       

      (iii) a
        statement by the Servicer as to which of the Servicing Criteria, if any,
        are not
        applicable to the Servicer;

      


      (iv) a
        statement by the Servicer assessing the Servicer’s compliance with the
        applicable Servicing Criteria as of the last day of the immediately preceding
        calendar year and covering the period of the preceding calendar year, which
        shall disclose any material instance of noncompliance with respect thereto;
        and

      


      (v) a
        statement by the Servicer that a registered public accounting firm has issued
        an
        attestation report on the Servicer’s assessment of compliance with the
        applicable Servicing Criteria as of the last day of the immediately preceding
        calendar year and covering the period of the preceding calendar
        year.

      


      
        
          
          

        

        
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      (b) Not
        later
        than March 15 of each calendar year in which the Depositor is required to
        file
        an annual report on Form 10-K with respect to the Trust Fund, commencing
        with
        the calendar year following the calendar year in which the Closing Date occurs,
        the Servicer, at its expense, shall cause a registered public accounting
        firm
        which is a member of the American Institute of Certified Public Accountants
        to
        furnish to the Depositor and Trustee a report by such accounting firm that
        attests to, and reports on, the assessment made by the Servicer pursuant
        to
        Section 3.16(a) hereof, meeting the requirements of Item 1122(b) of Regulation
        AB. Such attestation shall be in accordance with the Exchange Act and Regulation
        S-X under the Securities Act. Copies of such report shall be provided by
        the
        Servicer to any Certificateholder, without charge, upon the written request
        of
        such Certificateholder.

      


      SECTION
        3.17.
        Errors
        and Omissions Insurance; Fidelity Bonds.

      


      The
        Servicer shall, for so long as it acts as servicer under this Agreement,
        obtain
        and maintain in force (a) a policy or policies of insurance covering errors
        and
        omissions in the performance of its obligations as Servicer hereunder and
        (b) a
        fidelity bond in respect of its officers, employees and agents. Each such
        policy
        or policies and bond shall, together, comply with the requirements from time
        to
        time of FNMA or FHLMC for persons performing servicing for mortgage loans
        purchased by FNMA or FHLMC. In the event that any such policy or bond ceases
        to
        be in effect, the Servicer shall obtain a comparable replacement policy or
        bond
        from an insurer or issuer, meeting the requirements set forth above as of
        the
        date of such replacement.

      


      SECTION
        3.18.
        Engagement by Servicer of Affiliates or Third Party Vendors.

      


      Notwithstanding
        anything herein to the contrary, for so long as the Depositor is subject
        to
        Exchange Act reporting with respect to the Trust Fund:

      


      (i)
        to
        the
        extent the Servicer hereafter engages any affiliate or third party vendor,
        in
        connection with the performance of any of its material duties under this
        Agreement, the Servicer shall immediately notify the Depositor in writing
        of
        such engagement. To the extent the Depositor notifies the Servicer that it
        has
        determined that such affiliates or third party vendors are participating
        in the
        servicing function with respect to the Loans, within the meaning of Item
        1122 of
        Regulation AB, the Servicer shall cause such affiliates or third party vendors
        for which it is not taking responsibility for as a “vendor” under Section 17.06
        of the Commission’s Division of Corporate Finance Manual of Publicly Available
        Telephone Interpretations related to Regulation AB and related rules to prepare
        a separate annual assessment and attestation report, as contemplated by Section
        3.16 of this Agreement, and deliver such report to the Servicer in accordance
        with Section 3.16 of this Agreement. In addition, to the extent that such
        affiliate or third party vendor meets the
        criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB
        and the
        Depositor notifies the Servicer that it has determined that any such affiliate
        or third party vendor would be a “servicer” within the meaning of Item 1101 of
        Regulation AB, the Servicer shall cause such affiliate or third party vendor
        to
        prepare a separate annual compliance statement as contemplated by Section
        3.15
        of this Agreement and deliver such statement to the Servicer as set forth
        in
        Section 3.15 of this Agreement. Furthermore, if such affiliate or third party
        vendor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
        AB
        and the Depositor determines any such affiliate or third party vendor would
        be a
“servicer” within the meaning of Item 1101 of Regulation AB, the Servicer shall
        cause such affiliate or third party vendor to provide the Servicer, the
        Depositor and the Trustee the information required by Item 1108(b) and 1108(c)
        of Regulation AB within two (2) Business Days following such
        engagement.

      


      
        
          
          

        

        
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      (ii)
        any
        Subservicer shall prepare a separate annual assessment and attestation report,
        as contemplated by Section 3.16 of this Agreement, and deliver such report
        to
        the Servicer in accordance with Section 3.16 of this Agreement. Furthermore,
        any
        Subservicer meeting the criteria in Item 1108(a)(2)(i), (ii) or (iii) of
        Regulation AB shall prepare a separate annual compliance statement as
        contemplated by Section 3.15 of this Agreement, and deliver such statement
        to
        the Servicer as set forth in Section 3.15 of this Agreement.

       

      SECTION
        3.19. Delinquent Loans.

       

      For
        all
        purposes in this Agreement and the Exhibits and Schedules attached hereto,
        the
        determination as to whether a Loan is delinquent shall be based on the number
        of
        days that payments on such Loan are contractually past due, assuming 30-day
        months. For example, a payment due on the first day of a month is not 30
        days
        delinquent until the first day of the following month.

       

      ARTICLE
        IIIA
        

      RESERVE
        FUNDS AND EXTERNAL TRUST

      


      SECTION
        3A.01.
        Swap Account and Swap Agreement.

      


      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust,
        for the benefit of the Certificateholders, the Swap Account and deposit therein
        the amount of $500 remitted to the Trustee by the Depositor. The Swap Account
        shall be an Eligible Account, and funds on deposit therein shall be held
        separate and apart from, and shall not be commingled with, any other moneys,
        including without limitation, other moneys held by the Trustee pursuant to
        this
        Agreement.

      


      (b) In
        addition, on the Closing Date, the Swap Agreement will be entered into by
        the
        Swap Counterparty and the Trustee on behalf of the External Trust. On each
        Distribution Date, the Trustee shall deposit into the Swap Account amounts
        received from the Swap Counterparty under the Swap Agreement and amounts
        to be
        deposited into the Swap Account pursuant to Sections 4.02(a)(i)(D) 4.02(d)(xliv)
        and 4.02(j) of this Agreement. The Trustee shall collect payments due under
        and
        otherwise enforce the terms of the Swap Agreement. The Trustee shall make
        withdrawals from the Swap Account to make distributions pursuant to Section
        4.02(e) and Section 4.02(j). Notwithstanding anything to the contrary contained
        herein, in no event shall the Trustee in its fiduciary capacity be liable
        to the
        Holders of the Certificates, be required to make any deposit from its own
        funds
        into the Swap Account, or be required to take any action against the Swap
        Counterparty in connection with any delay in payment of amounts due under
        the
        Swap Agreement caused by any government action as further described in clause
        (j)(ii) of Part I of the Schedule to the Swap Agreement during the grace
        period
        specified therein.

      


      (c) At
        the
        written direction of the Holders of the Class X Certificates, the Trustee
        shall
        either (i) leave the funds in the Swap Account uninvested or (ii) invest
        the
        funds in the Swap Account in Permitted Investments specified by the Holders
        of
        the Class X Certificates,
        which
Permitted
        Investments shall
        mature not later than, the second Business Day preceding each Distribution
        Date
        and shall not be sold or disposed of prior to their maturity. In
        the
        absence of any such direction, funds in the Swap Account shall remain
        uninvested. All investments
        made with funds from the Swap Account shall be made in the name of the Trustee,
        on
        behalf
        of the External Trust
        for the
        benefit of the Certificateholders. All income earned on funds on deposit
        in the
        Swap Account, net of any losses realized from any Permitted Investments made
        with such funds, shall be deposited in the Swap Account. The Trustee in its
        fiduciary capacity shall not be liable for the amount of any loss incurred
        in
        respect of any investment or lack of investment of funds held in the Swap
        Account and made in accordance with this Section 3A.01.

       

      (d) Upon
        termination of the External Trust, any amounts remaining in the Swap Account
        shall be distributed first to the Swap Counterparty to the extent of any
        unpaid
        amounts owing to the Swap Counterparty under the Swap Agreement, and then
        to the
        Class X Certificates pursuant to Section 4.02(e)(xl). 

       

      
        
          
          

        

        
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      (e) In
        the
        event that the Swap Agreement is terminated prior to the Swap Stated Termination
        and the Swap Counterparty has not obtained a replacement counterparty to
        assume
        its obligations thereunder pursuant to the terms of the Swap Agreement, or
        upon
        a Swap Early Termination, the Trustee, at the direction of the Depositor,
        will
        seek a replacement counterparty to enter into a replacement interest rate
        swap
        agreement or similar agreement. To the extent the External Trust receives
        a Swap
        Termination Payment from the Swap Counterparty, the External Trust will apply
        all or such portion of the Swap Termination Payment as may be required to
        the
        payment of amounts due to a replacement counterparty under a replacement
        interest rate swap agreement or similar agreement. Furthermore, to the extent
        the External Trust is required to pay a Swap Termination Payment to the Swap
        Counterparty, the External Trust will apply all or a portion of amounts received
        from a replacement counterparty upon entering into a replacement interest
        rate
        swap agreement or similar agreement to the Swap Termination Payment amount
        owing
        to the Swap Counterparty.

      


      (f)
         The
        Swap
        Account shall be treated as an “outside reserve fund” under applicable Treasury
        regulations and will not be part of any REMIC. Any earnings on funds on deposit
        in the Swap Account will be treated as owned by the Holders of the Class
        X
        Certificates. Distributions made to the Swap Account under this Agreement
        shall
        be treated as made to the Holders of the Class X Certificates and then deposited
        into the Swap Account.

      


      (g)
         Net
        Swap
        Payments and Swap Termination Payments payable by the Trust Fund will first
        be
        deposited into the Swap Account before payment to the Swap
        Counterparty. 

       

      SECTION
        3A.02.
        Cap
        Account and Cap Agreement.

      


      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the Certificateholders, the Cap Account and deposit therein
        the
        amount of $500 remitted to the Trustee by the Depositor. The Cap Account
        shall
        be an Eligible Account, and funds on deposit in such fund shall be held separate
        and apart from, and shall not be commingled with, any other moneys, including
        without limitation, other moneys held by the Trustee pursuant to this Agreement.
        

      


      (b) In
        addition, on the Closing Date, the Cap Agreement will be entered into by
        the Cap
        Counterparty and the Trustee on behalf of the External Trust. On each
        Distribution Date, the Trustee shall deposit into the Cap Account amounts
        received from the Cap Counterparty pursuant to the Cap Agreement. The Trustee
        shall collect payments due under and otherwise enforce the terms of the Cap
        Agreement. The Trustee shall make withdrawals from the Cap Account to make
        distributions pursuant to Section 4.02(f). Notwithstanding anything to the
        contrary contained herein, in no event shall the Trustee in its fiduciary
        capacity be liable to the Holders of the Certificates, be required to make
        any
        deposit from its own funds into the Cap Account, or be required to take any
        action against the Cap Counterparty in connection with any delay in payment
        of
        amounts due under the Cap Agreement caused by any government action as further
        described in clause (j)(ii) of Part I of the Schedule to the Cap Agreement
        during the grace period specified therein.

      


      (c) At
        the
        written direction of the Holders of the Class X Certificates, the Trustee
        shall
        either (i) leave the funds in the Cap Account uninvested or (ii) invest the
        funds in the Cap Account in Permitted Investments specified by the Holders
        of
        the Class X Certificates,
        which
Permitted
        Investments shall
        mature not later than, the second Business Day preceding each Distribution
        Date
        (except that if such Permitted Investment is an obligation of the institution
        that maintains such account or a fund for which such institution or affiliate
        thereof serves as an investment advisor, administrator, shareholder servicing
        agent and/or custodian or subcustodian, then such Permitted Investment shall
        mature not later than the Business Day next preceding such Distribution Date)
        and shall not be sold or disposed of prior to their maturity. In
        the
        absence of any such direction, funds in the Cap Account shall remain uninvested.
        All investments
        made with funds from the Cap Account shall be made in the name of the Trustee,
        on
        behalf
        of the External Trust
        for the
        benefit of the Certificateholders. All income earned
        on
        funds on deposit in the Cap Account, net of any losses realized from any
        Permitted Investments made with such funds, shall
        be
        deposited in the Cap Account. The Trustee in its fiduciary capacity shall
        not be
        liable for the amount of any loss incurred in respect of any investment or
        lack
        of investment of funds held in the Cap Account and made in accordance with
        this
        Section 3A.02.

       

      
        
          
          

        

        
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      (d) Upon
        termination of the External Trust, any amounts remaining in the Cap Account
        shall be distributed to the Class X Certificates pursuant to Section
        4.02(f)(ii). 

      


      (e) In
        the
        event that the Cap Agreement is terminated prior to the Cap Stated Termination
        and the Cap Counterparty has not obtained a replacement counterparty to assume
        its obligations thereunder pursuant to the terms of the Cap Agreement, the
        Trustee, at the direction of the Depositor, will seek a replacement counterparty
        to enter into a replacement interest rate cap agreement or similar agreement.
        The External Trust shall apply any amounts received from the Cap Counterparty
        under the Cap Agreement in connection with its termination, to the extent
        necessary, to obtain such replacement counterparty and replacement interest
        rate
        cap agreement.

      


      (f) The
        Cap
        Account shall be treated as an “outside reserve fund” under applicable Treasury
        regulations and will not be part of any REMIC. Any earnings on funds on deposit
        in the Cap Account will be treated as owned by the Holders of the Class X
        Certificates. Distributions made to the Cap Account under this Agreement
        shall
        be treated as made to the Holders of the Class X Certificates and then deposited
        into the Cap Account.

      


      SECTION
        3A.03.
        The
        Final Maturity Reserve Fund.

      


      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust,
        for the benefit of the Certificateholders, the Final Maturity Reserve Fund
        and
        deposit therein the amount of $500 remitted to the Trustee by the Depositor.
        The
        Final Maturity Reserve Fund shall be an Eligible Account, and funds on deposit
        therein shall be held separate and apart from, and shall not be commingled
        with,
        any other moneys, including without limitation, other moneys held by the
        Trustee
        pursuant to this Agreement. 

      


      (b) On
        each
        Distribution Date, the Trustee shall deposit amounts in the Final Maturity
        Reserve Fund pursuant to Section 4.02(a)(i)(C). The Trustee shall make
        withdrawals from the Final Maturity Reserve Fund pursuant to Section
        4.02(i).

      


      
        
          
          

        

        
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      (c) At
        the
        written direction of the Holders of the Class X Certificates, the Trustee
        shall
        either (i) leave the funds in the Final Maturity Reserve Fund uninvested
        or (ii)
        invest the funds in the Final Maturity Reserve Fund in Permitted Investments
        specified by the Holders of the Class X Certificates,
        which
Permitted
        Investments shall
        mature not later than, the second Business Day preceding each Distribution
        Date
        (except that if such Permitted Investment is an obligation of the institution
        that maintains such account or a fund for which such institution or affiliate
        thereof serves as an investment advisor, administrator, shareholder servicing
        agent and/or custodian or subcustodian, then such Permitted Investment shall
        mature not later than the Business Day next preceding such Distribution Date)
        and shall not be sold or disposed of prior to their maturity. In
        the
        absence of any such direction, funds in the Final Maturity Reserve Fund shall
        remain uninvested. All investments
        made with funds from the Final
        Maturity Reserve Fund
        shall be
        made in the name of the Trustee, on
        behalf
        of the External Trust
        for the
        benefit of the Certificateholders. All
        income earned on funds on deposit in the Final Maturity Reserve Fund, net
        any
        losses realized from any Permitted Investments made with such funds, shall
        be
        payable to the Holders of the Class X Certificates. The Trustee in its fiduciary
        capacity shall not be liable for the amount of any loss incurred in respect
        of
        any investment or lack of investment of funds held in the Final Maturity
        Reserve
        Fund and made in accordance with this Section 3A.03(c).

      


      (d) Upon
        termination of the External Trust, all amounts on deposit in the Final Maturity
        Reserve Fund shall be distributed pursuant to the priorities set forth in
        Section 4.02(i).

      


      (e) For
        federal income tax purposes, any Holder of an Offered Certificate that receives
        a principal payment from the Final Maturity Reserve Fund shall be treated
        as
        selling a portion of its Certificate to the Class X Certificateholder and
        as
        having received the amount of the principal payment from the Class X
        Certificateholder as the proceeds of the sale. The portion of the Offered
        Certificate that is treated as having been sold shall equal the amount of
        the
        corresponding reduction in the outstanding principal balance of such Offered
        Certificate. Principal payments received from the Final Maturity Reserve
        Fund
        shall not be treated as distributions from any REMIC created hereby. All
        principal distributions from the Final Maturity Reserve Fund shall be accounted
        for hereunder in accordance with this Section 3A.03(e).

      


      (f) The
        Final
        Maturity Reserve Fund shall be treated as an “outside reserve fund” under
        applicable Treasury regulations and will not be part of any REMIC. Any earnings
        on the Final Maturity Reserve Fund will be treated as owned by the Holders
        of
        the Class X Certificates and will be taxable to the Holders of the Class
        X
        Certificates. The
        Holders of the Class X Certificates shall be treated as the owners of the
        Final
        Maturity Reserve Fund for federal tax purposes. Distributions
        made to the Final Maturity Reserve Fund under this Agreement shall be treated
        as
        made to the Class X Certificateholders. 

      


      SECTION
        3A.04. Net WAC Cap Account

      


      (a) On
        the
        Closing Date, the Trustee shall establish and maintain in its name, in trust
        for
        the benefit of the Certificateholders, the Net WAC Cap Account and deposit
        therein the amount of $500 remitted to the Trustee by the Depositor. The
        Net WAC
        Cap Account shall be an Eligible Account, and funds on deposit therein shall
        be
        held separate and apart from, and shall not be commingled with, any other
        moneys, including without limitation, other moneys held by the Trustee pursuant
        to this Agreement. 

      


      (b) On
        each
        Distribution Date, the Trustee shall deposit amounts in the Net WAC Cap Account
        pursuant to Section 4.02(d)(xxxvii). The Trustee shall make withdrawals from
        the
        Net WAC Cap Account to make distributions pursuant to Section
        4.02(h).

      


      (c) At
        the
        written direction of the Holders of the Class X Certificates, the Trustee
        shall
        either (i) leave the funds in the Net WAC Cap Account uninvested or (ii)
        invest
        the funds in the Net WAC Cap Account in Permitted Investments specified by
        the
        Holders of the Class X Certificates,
        which
Permitted
        Investments shall
        mature not later than, the second Business Day preceding each Distribution
        Date
        (except that if such Permitted Investment is an obligation of the institution
        that maintains such account or a fund for which such institution or affiliate
        thereof serves as an investment advisor, administrator, shareholder servicing
        agent and/or custodian or subcustodian, then such Permitted Investment shall
        mature not later than the Business Day next preceding such Distribution Date)
        and shall not be sold or disposed of prior to their maturity. In
        the
        absence of any such direction, funds in the Net WAC Cap Account shall remain
        uninvested. All investments
        made with funds from the Net
        WAC
        Cap Account
        shall be
        made in the name of the Trustee, on
        behalf
        of the Trust Fund
        for the
        benefit of the Certificateholders. All
        income earned on funds on deposit in the Net WAC Cap Account, net any losses
        realized from any Permitted Investments made with such funds, shall be payable
        to the Holders of the Class X Certificates. The Trustee in its fiduciary
        capacity shall not be liable for the amount of any loss incurred in respect
        of
        any investment or lack of investment of funds held in the Net WAC Cap Account
        and made in accordance with this Section 3A.04(c).

      


      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

      (d) Upon
        termination of the Trust Fund, any amounts remaining in the Net WAC Cap Account
        shall be distributed to the Holders of the Class X Certificates. 

      


      (e) The
        Net
        WAC
        Cap Account shall
        be
        treated as an “outside reserve fund” under applicable Treasury regulations and
        will not be part of any REMIC. Any earnings on the Net
        WAC
        Cap Account will
        be
        treated as owned by the Holders of the Class X Certificates and will be taxable
        to the Holders of the Class X Certificates. The
        Holders of the Class X Certificates shall be treated as the owners of the
        Net
        WAC Cap Account for federal tax purposes. Distributions
        made to the Net
        WAC
        Cap Account under
        this Agreement shall be treated as made to the Class X
        Certificateholders. 

      


      SECTION
        3A.05. External Trust

      


      (a) A
        separate trust is hereby established for the benefit of the Certificateholders
        (the “External
        Trust”),
        the
        corpus of which shall consist of the Swap Agreement, the Swap Account, the
        Cap
        Agreement, the Cap Account and the Final Maturity Reserve Fund and shall
        be held
        by the Trustee, in trust, for the benefit of the
        Certificateholders.

      (b) The
        External Trust shall terminate on the earlier to occur of the Last Scheduled
        Distribution Date or the Distribution Date on which the Trust Fund is terminated
        pursuant to this Agreement.

      


      (c) It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the External Trust be disregarded as an entity
        separate from the Holder of the Class X Certificates unless and until the
        date
        when either (i) there is more than one Class X Certificateholder or (ii)
        any
        Class of Offered Certificates in addition to the Class X Certificates is
        recharacterized as an equity interest in the External Trust for federal income
        tax purposes. The Trustee shall be responsible for any entity level tax
        reporting for the External Trust.

      


      ARTICLE
        IV

      DISTRIBUTIONS
        AND

      ADVANCES
        BY THE SERVICER

      


      SECTION
        4.01.
        Advances.

      


      The
        Servicer shall determine on or before each Servicer Advance Date whether
        it is
        required to make an Advance pursuant to the definition thereof. If the Servicer
        determines it is required to make an Advance, it shall, on or before the
        Servicer Advance Date, either (i) deposit into the Certificate Account an
        amount
        equal to the Advance or (ii) make an appropriate entry in its records relating
        to the Certificate Account that any Amount Held for Future Distribution has
        been
        used by the Servicer in discharge of its obligation to make any such Advance.
        Any funds so applied shall be replaced by the Servicer by deposit in the
        Certificate Account no later than the close of business on the next Servicer
        Advance Date. The Servicer shall be entitled to be reimbursed from the
        Certificate Account for all Advances of its own funds made pursuant to this
        Section as provided in Section 3.08. The obligation to make Advances with
        respect to any Loan shall continue if such Loan has been foreclosed or otherwise
        terminated and the Mortgaged Property has not been liquidated. 

      


      SECTION
        4.02.
        Priorities of Distribution and Allocation.

      


      	(a)  	
              Interest.
                On each Distribution Date, the Trustee will
                distribute:

            


      

        
          	 	
                  (i)

                	
                  from
                    the Interest Remittance Amount for that Distribution Date, in
                    the
                    following order of priority, to the extent
                    available:

                


        

      

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (A)

                	
                  first,
                    to the Trustee, any amounts then due and owing representing fees
                    of the
                    Trustee based on the Pool Principal Balance, to the extent not
                    paid by
                    Trustee Permitted Withdrawal Amounts, expenses and indemnity
                    amounts due
                    and owing to the Trustee relating to the
                    Loans;

                


        

        


        
          	 	
                  (B)

                	
                  second,
                    to the Servicer, an amount equal to the sum of (1) the Servicing
                    Fee
                    relating to the Loans, except to the extent previously paid with
                    permitted
                    withdrawals from the Certificate Account, and (2) any other amounts
                    expended by the Servicer in connection with the Loans and reimbursable
                    thereto under this Agreement but not previously reimbursed;
                    

                


        

        


        
          	 	
                  (C)

                	
                  third,
                    for deposit in the Final Maturity Reserve Fund, the Final Maturity
                    Reserve
                    Fund Addition Amount, if any, for that Distribution
                    Date;

                


        

        


        
          	 	
                  (D)

                	
                  fourth,
                    for deposit in the Swap Account (to the extent not previously
                    deposited
                    pursuant to Section 4.02(j)), any Net Swap Payment or Swap Termination
                    Payment (other than any Swap Termination Payment resulting from
                    a Swap
                    Counterparty Trigger Event) owed to the Swap Counterparty for
                    that
                    Distribution Date;

                


        

         

        
          	 	
                  (E)

                	
                  fifth,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, the applicable Interest Distribution Amounts for that Distribution
                    Date; and

                


        

         

        
          	 	
                  (F)

                	
                  sixth,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, the applicable Class Unpaid Interest Amounts, if any.

                


        

      

      

        
          	 	
                  (ii)

                	
                  from
                    the Remaining Interest Remittance Amount for that Distribution
                    Date, in
                    the following order of priority, to the extent
                    available:

                


        

      

      

        
          	 	
                  (A)

                	
                  first,
                    to the Class M-1 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (B)

                	
                  second,
                    to the Class M-2 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (C)

                	
                  third,
                    to the Class M-3 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (D)

                	
                  fourth,
                    to the Class M-4 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date; 

                


        

        


        
          	 	
                  (E)

                	
                  fifth,
                    to the Class M-5 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (F)

                	
                  sixth,
                    to the Class M-6 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
           

          
            
              
              

            

            
              76

              
                

              

            

            
              
              

            

             

          

        

        
          	 	
                  (G)

                	
                  seventh,
                    to the Class M-7 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (H)

                	
                  eighth,
                    to the Class M-8 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (I)

                	
                  ninth,
                    to the Class B-1 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date; 

                


        

        


        
          	 	
                  (J)

                	
                  tenth,
                    to the Class B-2 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date; 

                


        

        


        
          	 	
                  (K)

                	
                  eleventh,
                    to the Class B-3 Certificates, the applicable Interest Distribution
                    Amount
                    for that Distribution Date; and 

                


        

        


        
          	 	
                  (L)

                	
                  twelfth,
                    the Monthly Excess Interest Amount for that Distribution Date
                    will be
                    applied as described under Section 4.02(--d)
                    hereof.

                


        

      

      


      
        	
                (b)

              	
                Principal
                  (pre-Stepdown Date or Trigger Event).
                  On each Distribution Date before the Stepdown Date or with respect
                  to
                  which a Trigger Event is in effect, the Trustee shall
                  distribute:

              


      

      


      
        	 	
                (i)
                  

              	
                from
                  the Principal Distribution Amount, in the following order of priority,
                  to
                  the extent available, sequentially, to the Class A-1, Class A-2
                  and Class
                  A-3 Certificates, in that order, until the respective Class Certificate
                  Balances thereof have been reduced to zero; provided,
                  however,
                  that notwithstanding any provision to the contrary set forth herein,
                  on
                  any Distribution Date on which the sum of (1) the aggregate Class
                  Certificate Balance of the Subordinate Certificates and (2) the
                  Overcollateralization Amount is less than or equal to zero, all
                  distributions of principal to the Senior Certificates will be made
                  concurrently, on a pro rata basis, based on their respective Class
                  Certificate Balances.

              


      

      


      
        	 	
                (ii)

              	
                from
                  the Pre-Stepdown Remaining Principal Distribution Amount,
                  in
                  the following order of priority, to the extent
                  available:

              


      

      

        
          	 	
                  (A)

                	
                  first,
                    to the Class M-1 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (B)

                	
                  second,
                    to the Class M-2 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (C)

                	
                  third,
                    to the Class M-3 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (D)

                	
                  fourth,
                    to the Class M-4 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (E)

                	
                  fifth,
                    to the Class M-5 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero; 

                


        

        


        
          	 	
                  (F)

                	
                  sixth,
                    to the Class M-6 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero; 

                


        

         

        
          
             

          

          
            77

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (G)

                	
                  seventh,
                    to the Class M-7 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (H)

                	
                  eighth,
                    to the Class M-8 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero;

                


        

        


        
          	 	
                  (I)

                	
                  ninth,
                    to the Class B-1 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero; 

                


        

        


        
          	 	
                  (J)

                	
                  tenth,
                    to the Class B-2 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero; 

                


        

        


        
          	 	
                  (K)

                	
                  eleventh,
                    to the Class B-3 Certificates, until the Class Certificate Balance
                    thereof
                    has been reduced to zero; and

                


        

        


        
          	 	
                  (L)

                	
                  twelfth,
                    any amount of the Pre-Stepdown Remaining Principal Distribution
                    Amount
                    remaining after making all of the distributions in clauses (b)(ii)(A)
                    through (b)(ii)(K) above will be applied as described in Section
                    4.02(d)
                    hereof. 

                


        

      

      


      
        	
                (c)

              	
                Principal
                  (post-Stepdown Date and no Trigger Event).
                  On each Distribution Date on or after the Stepdown Date and as
                  long as a
                  Trigger Event is not in effect, the Trustee shall
                  distribute:

              


      

      


      
        	
              	(i)	
                from
                  the Principal Distribution Amount,
                  the Senior Principal Distribution Amount, in the following order
                  of
                  priority, to the extent available, sequentially, to the Class A-1,
                  Class
                  A-2 and Class A-3 Certificates, in that order, until the respective
                  Class
                  Certificate Balances thereof have been reduced to zero; provided,
                  however,
                  that notwithstanding any provision to the contrary set forth herein,
                  on
                  any Distribution Date on which the sum of (1) the aggregate Class
                  Certificate Balance of the Subordinate Certificates and (2) the
                  Overcollateralization Amount is less than or equal to zero, all
                  distributions of principal to the Senior Certificates will be made
                  concurrently, on a pro rata basis, based on their respective Class
                  Certificate Balances.

              


      

      


      
        	
              	(ii)	
                from
                  the Post-Stepdown Remaining Principal Distribution Amount,
                  in
                  the following order of priority, to the extent available:

              


      

      

        
          	 	
                  (A)

                	
                  first,
                    to the Class M-1 Certificates, the Class M-1 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        


        
          	 	
                  (B)

                	
                  second,
                    to the Class M-2 Certificates, the Class M-2 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        


        
          	 	
                  (C)

                	
                  third,
                    to the Class M-3 Certificates, the Class M-3 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        


        
          	 	
                  (D)

                	
                  fourth,
                    to the Class M-4 Certificates, the Class M-4 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero; 

                


        

        


        
          	 	
                  (E)

                	
                  fifth,
                    to the Class M-5 Certificates, the Class M-5 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        
           

          
            
              
              

            

            
              78

              
                

              

            

            
              
              

            

          



        
          	 	
                  (F)

                	
                  sixth,
                    to the Class M-6 Certificates, the Class M-6 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero; 

                


        

        


        
          	 	
                  (G)

                	
                  seventh,
                    to the Class M-7 Certificates, the Class M-7 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

         

        
          	 	
                  (H)

                	
                  eighth,
                    to the Class M-8 Certificates, the Class M-8 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        


        
          	 	
                  (I)

                	
                  ninth,
                    to the Class B-1 Certificates, the Class B-1 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero; 

                


        

        


        
          	 	
                  (J)

                	
                  tenth,
                    to the Class B-2 Certificates, the Class B-2 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero; 

                


        

        


        
          	 	
                  (K)

                	
                  eleventh,
                    to the Class B-3 Certificates, the Class B-3 Principal Distribution
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero; and

                


        

        


        
          	 	
                  (L)

                	
                  twelfth,
                    any amount of the Post-Stepdown Remaining Principal Distribution
                    Amount
                    remaining after making all of the distributions in clauses (c)(ii)(A)
                    through (c)(ii)(K) above will be applied as described in Section
                    4.02(d)
                    hereof. 

                


        

      

       

      
        
          
            	(d)	
                    Excess
                      Cashflow.
                      On each Distribution Date, the Trustee shall distribute: the
                      Monthly
                      Excess Cashflow Amount, to the extent available, to the parties,
                      in the
                      amounts and in the priorities
                      indicated:

                  


          

        

      

      

        
          	 	
                  (i)

                	
                  first,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining applicable Interest Distribution Amount for
                    that
                    Distribution Date;

                


        

        


        
          	 	
                  (ii)

                	
                  second,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining Class Unpaid Interest Amounts for the Classes
                    of
                    Senior Certificates;

                


        

        


        
          	 	
                  (iii)

                	
                  third,
                    to fund the Extra Principal Distribution Amount for that Distribution
                    Date
                    for distribution in accordance with the priorities set forth
                    under clauses
                    (b) and (c) above;

                


        

        


        
          	 	
                  (iv)

                	
                  fourth,
                    to the Class M-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (v)

                	
                  fifth,
                    to the Class M-1 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-1 Certificates;

                


        

        


        
          	 	
                  (vi)

                	
                  sixth,
                    to fund the Class M-1 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

         

        
          
             

          

          
            79

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (vii)

                	
                  seventh,
                    to the Class M-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (viii)

                	
                  eighth,
                    to the Class M-2 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-2 Certificates;

                


        

        


        
          	 	
                  (ix)

                	
                  ninth,
                    to fund the Class M-2 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (x)

                	
                  tenth,
                    to the Class M-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xi)

                	
                  eleventh,
                    to the Class M-3 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-3 Certificates;

                


        

        


        
          	 	
                  (xii)

                	
                  twelfth,
                    to fund the Class M-3 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xiii)

                	
                  thirteenth,
                    to the Class M-4 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xiv)

                	
                  fourteenth,
                    to the Class M-4 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-4 Certificates;

                


        

        


        
          	 	
                  (xv)

                	
                  fifteenth,
                    to fund the Class M-4 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xvi)

                	
                  sixteenth,
                    to the Class M-5 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xvii)

                	
                  seventeenth,
                    to the Class M-5 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-5 Certificates;

                


        

        


        
          	 	
                  (xviii)

                	
                  eighteenth,
                    to fund the Class M-5 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xix)

                	
                  nineteenth,
                    to the Class M-6 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xx)

                	
                  twentieth,
                    to the Class M-6 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class M-6 Certificates;

                


        

        


        
          	 	
                  (xxi)

                	
                  twenty-first,
                    to fund the Class M-6 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxii)

                	
                  twenty-second,
                    to the Class M-7 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xxiii)

                	
                  twenty-third,
                    to the Class M-7 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class M-7 Certificates;

                


        

        


        
          	 	
                  (xxiv)

                	
                  twenty-fourth,
                    to fund the Class M-7 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

         

        
          
             

          

          
            80

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xxv)

                	
                  twenty-fifth,
                    to the Class M-8 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xxvi)

                	
                  twenty-sixth,
                    to the Class M-8 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class M-8 Certificates;

                


        

        


        
          	 	
                  (xxvii)

                	
                  twenty-seventh,
                    to fund the Class M-8 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxviii)

                	
                  twenty-eighth,
                    to the Class B-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xxix)

                	
                  twenty-ninth,
                    to the Class B-1 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class B-1 Certificates;

                


        

        


        
          	 	
                  (xxx)

                	
                  twenty-thirtieth,
                    to fund the Class B-1 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxi)

                	
                  thirty-first,
                    to the Class B-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xxxii)

                	
                  thirty-second,
                    to the Class B-2 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class B-2 Certificates;

                


        

        


        
          	 	
                  (xxxiii)

                	
                  thirty-third,
                    to fund the Class B-2 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxiv)

                	
                  thirty-fourth,
                    to the Class B-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        
          	 	 	 


        

        
          	 	
                  (xxxv)

                	
                  thirty-fifth,
                    to the Class B-3 Certificates, any remaining Class Unpaid Interest
                    amount
                    for the Class B-3 Certificates;

                


        

        


        
          	 	
                  (xxxvi)

                	
                  thirty-sixth,
                    to fund the Class B-3 Realized Loss Amortization Amount for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxvii)

                	
                  thirty-seventh,
                    for deposit into the Net WAC Cap Account, the amount equal to
                    (a) the Net
                    WAC Cap Carryover for that Distribution Date (the amount so deposited
                    as
                    limited by available funds) plus (b) the amount, if any, sufficient
                    to
                    increase the aggregate amount on deposit in the Net WAC Cap Account
                    to
                    $500 after giving effect to any payments of Net WAC Cap Carryover
                    to the
                    Offered Certificates on that Distribution
                    Date;

                


        

        


        
          	 	
                  (xxxviii)

                	
                  thirty-eighth,
                    to the Class B-3 Certificates as principal, any Remaining
                    Overcollateralization Release Amount, until the Class Certificate
                    Balance
                    thereof has been reduced to zero; 

                


        

        


        
          	 	
                  (xxxix)

                	
                  thirty-ninth,
                    to the Class B-2 Certificates as principal, any Remaining
                    Overcollateralization Release Amount remaining after giving effect
                    to the
                    distribution set forth in clause (xxxviii) above, until the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

         

        
          
             

          

          
            81

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xl)

                	
                  fortieth,
                    to the Class B-1 Certificates as principal, any Remaining
                    Overcollateralization Release Amount remaining after giving effect
                    to the
                    distribution set forth in clause (xxxix) above, until the Class
                    Certificate Balance thereof has been reduced to zero;
                    

                


        

        


        
          	 	
                  (xli)

                	
                  forty-first,
                    to the Class B-3 Certificates as principal, any Remaining Excess
                    Interest
                    Amount, until the Class Certificate Balance thereof has been
                    reduced to
                    zero;

                


        

        


        
          	 	
                  (xlii)

                	
                  forty-second,
                    to the Class B-2 Certificates as principal, any Remaining Excess
                    Interest
                    Amount remaining after giving effect to the distribution set
                    forth in
                    clause (xli) above, until the Class Certificate Balance thereof
                    has been
                    reduced to zero;

                


        

        


        
          	 	
                  (xliii)

                	
                  forty-third,
                    to the Class B-1 Certificates as principal, any Remaining Excess
                    Interest
                    Amount remaining after giving effect to the distribution set
                    forth in
                    clause (xlii) above, until the Class Certificate Balance thereof
                    has been
                    reduced to zero;

                


        

        


        
          	 	
                  (xliv)

                	
                  forty-fourth,
                    for
                    deposit in the Swap Account, any Swap Termination Payment owed
                    to the Swap
                    Counterparty for that Distribution Date resulting from a Swap
                    Counterparty
                    Trigger Event;
                    and

                


        

        


        
          	 	
                  (xlv)

                	
                  forty-fifth,
                    to the Class X Certificates, any remaining Monthly Excess Cashflow
                    Amount.

                


        

      

      

        
          	
                  (e)

                	
                  Swap
                    Account.
                    On each Distribution Date, following all distributions and deposits
                    made
                    pursuant to subsections (a) through (d) above, the Trustee will
                    withdraw
                    all funds available in the Swap Account (the “Swap
                    Distribution Amount”)
                    to make the following payments in the following order of priority:
                    

                


        

        


        
          	 	
                  (i)

                	
                  first,
                    to the Swap Counterparty, any Net Swap Payment owed to the Swap
                    Counterparty pursuant to the Swap Agreement for such Distribution
                    Date;

                


        

        


        
          	 	
                  (ii)

                	
                  second,
                    to the Swap Counterparty, any Swap Termination Payment owed to
                    the Swap
                    Counterparty not resulting from a Swap Counterparty Trigger Event
                    pursuant
                    to the Swap Agreement;

                


        

        


        
          	 	
                  (iii)

                	
                  third,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining applicable Interest Distribution Amount for
                    that
                    Distribution Date;

                


        

        


        
          	 	
                  (iv)

                	
                  fourth,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining Class Unpaid Interest Amounts for the classes
                    of
                    Senior Certificates;

                


        

        


        
          	 	
                  (v)

                	
                  fifth,
                    to the Class M-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (vi)

                	
                  sixth,
                    to the Class M-1 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-1 Certificates;

                


        

        


        
          	 	
                  (vii)

                	
                  seventh,
                    to the Class M-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (viii)

                	
                  eighth,
                    to the Class M-2 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-2 Certificates;

                


        

        


        
          	 	
                  (ix)

                	
                  ninth,
                    to the Class M-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

         

        
          
             

          

          
            82

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (x)

                	
                  tenth,
                    to the Class M-3 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-3 Certificates;

                


        

        


        
          	 	
                  (xi)

                	
                  eleventh,
                    to the Class M-4 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xii)

                	
                  twelfth,
                    to the Class M-4 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-4 Certificates;

                


        

        


        
          	 	
                  (xiii)

                	
                  thirteenth,
                    to the Class M-5 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xiv)

                	
                  fourteenth,
                    to the Class M-5 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-5 Certificates;

                


        

        


        
          	 	
                  (xv)

                	
                  fifteenth,
                    to the Class M-6 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xvi)

                	
                  sixteenth,
                    to the Class M-6 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-6 Certificates;

                


        

        


        
          	 	
                  (xvii)

                	
                  seventeenth,
                    to the Class M-7 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xviii)

                	
                  eighteenth,
                    to the Class M-7 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-7 Certificates;

                


        

        


        
          	 	
                  (xix)

                	
                  nineteenth,
                    to the Class M-8 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xx)

                	
                  twentieth,
                    to the Class M-8 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class M-8 Certificates;

                


        

        


        
          	 	
                  (xxi)

                	
                  twenty-first,
                    to the Class B-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxii)

                	
                  twenty-second,
                    to the Class B-1 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class B-1 Certificates;

                


        

        


        
          	 	
                  (xxiii)

                	
                  twenty-third,
                    to the Class B-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxiv)

                	
                  twenty-forth,
                    to the Class B-2 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class B-2 Certificates;

                


        

        


        
          	 	
                  (xxv)

                	
                  twenty-fifth,
                    to the Class B-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxvi)

                	
                  twenty-sixth,
                    to the Class B-3 Certificates, any remaining Class Unpaid Interest
                    Amount
                    for the Class B-3 Certificates;

                


        

         

        
          
             

          

          
            83

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xxvii)

                	
                  twenty-seventh,
                    to fund the Swap Extra Principal Distribution Amount for that
                    Distribution
                    Date in accordance with the priorities set forth under subsections
                    (b) and
                    (c) above;

                


        

        


        
          	 	
                  (xxviii)

                	
                  twenty-eighth,
                    to pay to each Class of Offered Certificates, any remaining Net
                    WAC Cap
                    Carryover for that Class, after taking into account amounts deposited
                    into
                    the Net WAC Cap Account with respect to that Class of Offered
                    Certificate
                    pursuant to clause (xxxvii) of subsection (d) above (with distributions
                    of
                    Net WAC Cap Carryover to the Offered Certificates to be made
                    on a pro rata
                    basis based on the related unpaid Net WAC Cap
                    Carryover);

                


        

        


        
          	 	
                  (xxix)

                	
                  twenty-ninth,
                    to fund the Swap Class M-1 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxx)

                	
                  thirtieth,
                    to fund the Swap Class M-2 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxi)

                	
                  thirty-first,
                    to fund the Swap Class M-3 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxii)

                	
                  thirty-second,
                    to fund the Swap Class M-4 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxiii)

                	
                  thirty-third,
                    to fund the Swap Class M-5 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxiv)

                	
                  thirty-fourth,
                    to fund the Swap Class M-6 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxv)

                	
                  thirty-fifth,
                    to fund the Swap Class M-7 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxvi)

                	
                  thirty-sixth,
                    to fund the Swap Class M-8 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxvii)

                	
                  thirty-seventh,
                    to fund the Swap Class B-1 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxviii)

                	
                  thirty-eighth,
                    to fund the Swap Class B-2 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xxxix)

                	
                  thirty-ninth,
                    to fund the Swap Class B-3 Realized Loss Amortization Amount
                    for that
                    Distribution Date;

                


        

        


        
          	 	
                  (xl)

                	
                  fortieth,
                    to the Swap Counterparty, any Swap Termination Payment owed to
                    the Swap
                    Counterparty resulting from a Swap Counterparty Trigger Event
                    pursuant to
                    the Swap Agreement; and

                


        

        


        
          	 	
                  (xli)

                	
                  forty-first,
                    to the Class X Certificates, any remaining Swap Distribution
                    Amount.

                


        

         

        
          	
                  (f)

                	
                  Cap
                    Account.
                    On
                    each Distribution Date, following all distributions and deposits
                    made
                    pursuant to subsections (a) through (e) above, the Trustee will
                    withdraw
                    all funds available in the Cap Account (the “Cap
                    Distribution Amount”)
                    to make the following payments in the following order of priority:
                    

                


        

         

        
          
             

          

          
            84

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (i)

                	
                  first,
                    to pay to each Class of Offered Certificates, any remaining Net
                    WAC Cap
                    Carryover for that Class, after taking into account (A) amounts
                    deposited
                    into the Net WAC Cap Account with respect to that Class of Offered
                    Certificate pursuant to clause (xxxvii) of subsection (d) above
                    and (B)
                    amounts paid pursuant to clause (xxviii) of subsection (e) above
                    (with
                    distributions of Net WAC Cap Carryover to the Offered Certificates
                    to be
                    made on a pro rata basis based on the related unpaid Net WAC
                    Cap
                    Carryover); and

                


        

        


        
          	 	
                  (ii)

                	
                  second,
                    to
                    the Class X Certificates, any remaining Cap Distribution
                    Amount.

                


        

        


        
          	
                  (g)

                	
                  Realized
                    Losses.
                    Realized Losses shall be allocated first against the Overcollateralization
                    Amount, until the Overcollateralization Amount has been reduced
                    to zero.
                    If, after giving effect to the distribution of all principal
                    on any
                    Distribution Date the aggregate Class Certificate Balance of
                    the Offered
                    Certificates exceeds the Pool Principal Balance as of the end
                    of the
                    related Due Period, such excess will be allocated against the
                    Class B-3,
                    Class B-2, Class B-1, Class M-8, Class M-7, Class M-6, Class
                    M-5, Class
                    M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that
                    order and
                    until the respective Class Certificate Balances thereof are reduced
                    to
                    zero.

                


        

        


        
          	
                  (h)
                    

                	
                  Net
                    WAC Cap Carryover from Net WAC Cap Account.
                    On each Distribution Date, following all distributions, deposits
                    and
                    allocations made pursuant to subsections (a) through (g) above,
                    the
                    Trustee shall distribute, pro rata, to the Offered Certificates,
                    the Net WAC Cap Carryover for such Distribution Date, if any,
                    from the Net
                    WAC Cap Account (to the extent of available funds
                    therein).

                


        

        


        
          	
                  (i)

                	
                  Final
                    Maturity Reserve Fund.
                    On
                    the earlier to occur of the Last Scheduled Distribution Date
                    or the
                    Distribution Date on which the Trust Fund is terminated pursuant
                    to this
                    Agreement,
                    after giving effect to all other distributions, deposits and
                    allocations
                    made pursuant to subsections (a) through (h) above, the Trustee
                    will
                    distribute all amounts available in the Final Maturity Reserve
                    Fund (the
                    “FMRF
                    Distribution Amount”)
                    in the order of priority and in the amounts set forth
                    below:

                


        

        


        
          	 	
                  (i)

                	
                  first,
                    in payment of principal, sequentially, to the Class A-1, Class
                    A-2 and
                    Class A-3 Certificates, in that order, until the respective Class
                    Certificate Balances thereof have been reduced to zero; provided,
                    however,
                    that notwithstanding any provision to the contrary set forth
                    herein, if
                    the sum of (1) the aggregate Class Certificate Balance of the
                    Subordinate
                    Certificates and (2) the Overcollateralization Amount is less
                    than or
                    equal to zero, all distributions of principal to the Senior Certificates
                    will be made concurrently, on a pro rata basis, based on their
                    respective
                    Class Certificate Balances;

                


        

        


        
          	 	
                  (ii)

                	
                  second,
                    in payment of principal, to the Class M-1 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (iii)

                	
                  third,
                    in payment of principal, to the Class M-2 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (iv)

                	
                  fourth,
                    in payment of principal, to the Class M-3 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (v)

                	
                  fifth,
                    in payment of principal, to the Class M-4 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

         

        
          
             

          

          
            85

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (vi)

                	
                  sixth,
                    in payment of principal, to the Class M-5 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to zero;
                    

                


        

        


        
          	 	
                  (vii)

                	
                  seventh,
                    in payment of principal, to the Class M-6 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (viii)

                	
                  eighth,
                    in payment of principal, to the Class M-7 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (ix)

                	
                  ninth,
                    in payment of principal, to the Class M-8 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (x)

                	
                  tenth,
                    in payment of principal, to the Class B-1 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (xi)

                	
                  eleventh,
                    in payment of principal, to the Class B-2 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (xii)

                	
                  twelfth,
                    in payment of principal, to the Class B-3 Certificates, until
                    the Class
                    Certificate Balance thereof has been reduced to
                    zero;

                


        

        


        
          	 	
                  (xiii)

                	
                  thirteenth,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining applicable Interest Distribution Amount for
                    that
                    Distribution Date;

                


        

        


        
          	 	
                  (xiv)

                	
                  fourteenth,
                    concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates,
                    pro
                    rata, any remaining Unpaid Interest Amounts for the classes of
                    Senior
                    Certificates;

                


        

        


        
          	 	
                  (xv)

                	
                  fifteenth,
                    to the Class M-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xvi)

                	
                  sixteenth,
                    to the Class M-1 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-1 Certificates;

                


        

        


        
          	 	
                  (xvii)

                	
                  seventeenth,
                    to the Class M-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xviii)

                	
                  eighteenth,
                    to the Class M-2 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-2 Certificates;

                


        

        


        
          	 	
                  (xix)

                	
                  nineteenth,
                    to the Class M-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xx)

                	
                  twentieth,
                    to the Class M-3 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-3 Certificates;

                


        

        


        
          	 	
                  (xxi)

                	
                  twenty-first,
                    to the Class M-4 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxii)

                	
                  twenty-second,
                    to the Class M-4 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-4 Certificates;

                


        

        


        
          	 	
                  (xxiii)

                	
                  twenty-third,
                    to the Class M-5 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

         

        
          
             

          

          
            86

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xxiv)

                	
                  twenty-forth,
                    to the Class M-5 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-5 Certificates;

                


        

        


        
          	 	
                  (xxv)

                	
                  twenty-fifth,
                    to the Class M-6 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxvi)

                	
                  twenty-sixth,
                    to the Class M-6 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-6 Certificates;

                


        

        


        
          	 	
                  (xxvii)

                	
                  twenty-seventh,
                    to the Class M-7 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxviii)

                	
                  twenty-eighth,
                    to the Class M-7 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-7 Certificates;

                


        

        


        
          	 	
                  (xxix)

                	
                  twenty-ninth,
                    to the Class M-8 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxx)

                	
                  thirtieth,
                    to the Class M-8 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class M-8 Certificates;

                


        

        


        
          	 	
                  (xxxi)

                	
                  thirty-first,
                    to the Class B-1 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxxii)

                	
                  thirty-second,
                    to the Class B-1 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class B-1 Certificates;

                


        

        


        
          	 	
                  (xxxiii)

                	
                  thirty-third,
                    to the Class B-2 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxxiv)

                	
                  thirty-forth,
                    to the Class B-2 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class B-2 Certificates;

                


        

        


        
          	 	
                  (xxxv)

                	
                  thirty-fifth,
                    to the Class B-3 Certificates, any remaining Interest Distribution
                    Amount
                    for that Distribution Date;

                


        

        


        
          	 	
                  (xxxvi)

                	
                  thirty-sixth,
                    to the Class B-3 Certificates, any remaining Unpaid Interest
                    Amount for
                    the Class B-3 Certificates;

                


        

        


        
          	 	
                  (xxxvii)

                	
                  thirty-seventh,
                    to pay to each class of Offered Certificates, any remaining Net
                    WAC Cap
                    Carryover relating to that class of Offered Certificates (distributions
                    of
                    Net WAC Cap Carryover to the Offered Certificates will be made
                    on a pro
                    rata basis based on the related unpaid Net WAC Cap Carryover);
                    and

                


        

        


        
          	 	
                  (xxxviii)

                	
                  thirty-eighth,
                    to the Class X Certificates, any remaining FMRF Distribution
                    Amount.

                


        

      

      


      
        	
                (j)
                  

              	
                Early
                  Distribution of Net Swap Payments.
                  Notwithstanding the provisions of Section 3A.01, 4.02(a) and 4.02(e),
                  if,
                  on the Business Day immediately preceding a Distribution Date,
                  the Trustee
                  has determined that (a) a Net Swap Payment will be due and owing
                  to the
                  Swap Counterparty on that Distribution Date and (b) after paying
                  the Net
                  Swap Payment for that Distribution Date to the Swap Counterparty,
                  there
                  would be sufficient funds remaining in the Distribution Account
                  to make
                  the distributions required to be made pursuant to clauses (a)(i)(A),
                  (a)(i)(B) and (a)(i)(C) of this Section 4.02, then the Trustee
                  shall, on
                  that Business Day, transfer the appropriate amount of funds from
                  the
                  Distribution Account to the Swap Account and pay the Net Swap Payment
                  for
                  that Distribution Date to the Swap
                  Counterparty.

              


      

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

       

      SECTION
        4.02A.
        Recoveries.

      


      (a)
         With
        respect to any Class of Subordinate Certificates to which a Realized Loss
        has
        been allocated (including any such Class for which the related Class Certificate
        Balance has been reduced to zero), the Class Certificate Balance of such
        Class
        will be increased, up to the amount of related Recoveries for such Distribution
        Date as follows:

      

        
          	 	
                  (i)

                	
                  first,
                    the Class Certificate Balance of the Class M-1 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (ii)

                	
                  second,
                    the Class Certificate Balance of the Class M-2 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (iii)

                	
                  third,
                    the Class Certificate Balance of the Class M-3 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (iv)

                	
                  fourth,
                    the Class Certificate Balance of the Class M-4 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (v)

                	
                  fifth,
                    the Class Certificate Balance of the Class M-5 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (vi)

                	
                  sixth,
                    the Class Certificate Balance of the Class M-6 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (vii)

                	
                  seventh,
                    the Class Certificate Balance of the Class M-7 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (viii)

                	
                  eighth,
                    the Class Certificate Balance of the Class M-8 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (ix)

                	
                  ninth,
                    the Class Certificate Balance of the Class B-1 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; 

                


        

        


        
          	 	
                  (x)

                	
                  tenth,
                    the Class Certificate Balance of the Class B-2 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class; and

                


        

        


        
          	 	
                  (xi)

                	
                  eleventh,
                    the Class Certificate Balance of the Class B-3 Certificates will
                    be
                    increased, up to the amount of Net Recovery Realized Losses for
                    such
                    Class.

                


        

         

        
          
             

          

          
            88

            
              

            

          

          
             

          

        

        
 

        (b) Any
          increase to the Class Certificate Balance of a Class of Certificates shall
          increase the Certificate Balance of each Certificate in the related Class
          pro
          rata in accordance with each Certificate’s Percentage Interest.

        


        SECTION
          4.03.
          Monthly
          Statements to Certificateholders.

        


        (a) Not
          later
          than each Distribution Date, the Trustee shall post on its website at
          www. www.tss.db.com/invr,
          which posting shall be accessible to each Certificateholder, the Servicer,
          the
          Depositor and each Rating Agency, a statement setting forth with respect
          to the
          related distribution (provided, however, that each Certificateholder, upon
          request to the Trustee, shall be entitled to receive from the Trustee a
          paper
          copy of such statement if such Certificateholder is unable to access the
          Trustee’s website):

         

        
          	 	
                  (i)

                	
                  the
                    applicable Record Date, Determination Date and Distribution
                    Date;

                


        

        


        
          	 	
                  (ii)

                	
                  the
                    amount thereof allocable to principal, separately identifying
                    the
                    aggregate amount of any Principal Prepayments in full, partial
                    Principal
                    Prepayments and Liquidation Proceeds included
                    therein;

                


        

        


        
          	 	
                  (iii)

                	
                  the
                    amount thereof allocable to interest, any Class Unpaid Interest
                    Amount
                    included in such distribution and any remaining Class Unpaid
                    Interest
                    Amount after giving effect to such
                    distribution;

                


        

        


        
          	 	
                  (iv)

                	
                  if
                    the distribution to the Holders of a Class of Certificates is
                    less than
                    the full amount that would be distributable to such Holders if
                    there were
                    sufficient funds available therefor, the amount of the shortfall
                    and the
                    allocation thereof as between principal and
                    interest;

                


        

        


        
          	 	
                  (v)

                	
                  the
                    Class Certificate Balance of each Class of Certificates after
                    giving
                    effect to the distribution of principal on such Distribution
                    Date;

                


        

        


        
          	 	
                  (vi)

                	
                  the
                    Pool Principal Balance for the following Distribution
                    Date;

                


        

        


        
          	 	
                  (vii)

                	
                  the
                    amount of the Servicing Fee paid to or retained by the Servicer
                    with
                    respect to such Distribution Date;

                


        

        


        
          	 	
                  (viii)

                	
                  the
                    Pass-Through Rate for each Class of Offered Certificates with
                    respect to
                    such Distribution Date;

                


        

        


        
          	 	
                  (ix)

                	
                  the
                    amount of Advances included in the distribution on such Distribution
                    Date
                    and the aggregate amount of Advances outstanding as of the close
                    of
                    business on such Distribution Date;

                


        

        


        
          	 	
                  (x)

                	
                  the
                    amount of the Trustee Fee paid to or retained by the Trustee
                    with respect
                    to such Distribution Date, any other fees or expenses paid from
                    the assets
                    of the Trust Fund, and the identity of the party receiving such
                    fees or
                    expenses;

                


        

        


        
          	 	
                  (xi)

                	
                  the
                    number and aggregate principal amounts of Loans (A) contractually
                    past due
                    (assuming 30 day months) (exclusive of Loans in foreclosure)
                    (1) 1 to 30
                    days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days
                    and (B)
                    in foreclosure (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90
                    days and
                    (4) 91 or more days, as of the close of business on the last
                    day of
                    calendar month immediately preceding such Distribution
                    Date;

                


        

         

        
          
             

          

          
            89

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xii)

                	
                  with
                    respect to any Loan that became an REO Property during the preceding
                    calendar month, the loan number and Stated Principal Balance
                    of such Loan
                    as of the close of business on the last day of the Prepayment
                    Period
                    preceding such Distribution Date and the date of acquisition
                    thereof;

                


        

        


        
          	 	
                  (xiii)

                	
                  (A)
                    the total number and principal balance of any REO Properties
                    (and market
                    value, if available) as of the close of business on the last
                    day of the
                    Prepayment Period preceding such Distribution Date and (B) the
                    total
                    number and cumulative principal balance of any Liquidated Loans
                    (prior to
                    the reduction of the principal balance of any such Liquidated
                    Loan to
                    zero);

                


        

        


        
          	 	
                  (xiv)

                	
                  the
                    amount equal to the sum of the Stated Principal Balances of the
                    three
                    Loans with the largest individual Stated Principal
                    Balances;

                


        

        


        
          	 	
                  (xv)

                	
                  with
                    respect to each Class of Offered Certificates, the amount of
                    the Net WAC
                    Cap Carryover to be paid to such Class from the Net WAC Cap Account
                    and
                    the amount remaining unpaid;

                


        

        


        
          	 	
                  (xvi)

                	
                  the
                    aggregate principal balance of Balloon Loans with original terms
                    less than
                    or equal to 36 months which are 60 or more days contractually
                    past due
                    (assuming 30 day months) (including Loans in foreclosure and
                    REO
                    Properties) on the last day of the calendar month immediately
                    preceding
                    such Distribution Date;

                


        

        


        
          	 	
                  (xvii)

                	
                  the
                    cumulative aggregate amount of Realized Losses as of the last
                    day of the
                    Prepayment Period preceding such Distribution
                    Date;

                


        

        


        
          	 	
                  (xviii)

                	
                  the
                    amount (a) if any, of Net Swap Payments and Swap Termination
                    Payments and
                    (b) of funds withdrawn from the Swap Account (for each Class
                    of Offered
                    Certificates) and included in such distribution and the outstanding
                    balance of the Swap Account (and the amounts available for each
                    Class of
                    Offered Certificates), after giving effect to such
                    distribution;

                


        

        


        
          	 	
                  (xix)

                	
                  the
                    number of Loans repurchased by Sellers during the Due Period
                    related to
                    such Distribution Date;

                


        

        


        
          	 	
                  (xx)

                	
                  the
                    weighted average Mortgage Rate of the Outstanding Loans, such
                    weighted
                    average to be calculated based on the principal balances of such
                    Outstanding Loans on the first day of the Due Period related
                    to such
                    Distribution Date;

                


        

        


        
          	 	
                  (xxi)

                	
                  the
                    weighted average maturity date of the Outstanding
                    Loans;

                


        

        


        
          	 	
                  (xxii)

                	
                  the
                    Targeted Overcollateralization Amount after giving effect to
                    such
                    distribution;

                


        

        


        
          	 	
                  (xxiii)

                	
                  the
                    amount of any Overcollateralization Release Amount included in
                    the
                    distribution on such Distribution
                    Date;

                


        

         

        
          
             

          

          
            90

            
              

            

          

          
             

          

        

        
 

        
          	 	
                  (xxiv)

                	
                  the
                    cumulative amount of Realized Losses from the Cut-off Date through
                    the
                    last day of the Due Period relating to such Distribution
                    Date;

                


        

        


        
          	 	
                  (xxv)

                	
                  any
                    Overcollateralization Deficiency after giving effect to the distribution
                    of principal on such Distribution
                    Date;

                


        

        


        
          	 	
                  (xxvi)

                	
                  whether
                    a Trigger Event has occurred and is continuing, and the cumulative
                    Realized Losses, as a percentage of the Cut-off Date Pool Principal
                    Balance;

                


        

        


        
          	 	
                  (xxvii)

                	
                  the
                    aggregate amount of 60+ Day Delinquent Loans as a percentage
                    of the
                    current Pool Principal Balance and the six-month rolling average
                    of 60+
                    Day Delinquent Loans;

                


        

        


        
          	 	
                  (xxviii)

                	
                  the
                    amount of funds deposited in or withdrawn from the Final Maturity
                    Reserve
                    Fund on such Distribution Date, and the outstanding balance of
                    the Final
                    Maturity Reserve Fund, after giving effect
                    thereto;

                


        

        


        
          	 	
                  (xxix)

                	
                  the
                    amount of Recoveries collected during the Prepayment Period relating
                    to
                    such Distribution Date; 

                


        

        


        
          	 	
                  (xxx)

                	
                  the
                    cumulative amount of Recoveries collected as of such Distribution
                    Date;

                


        

        


        
          	 	
                  (xxxi)

                	
                  any
                    material modifications, extensions or waivers to the terms of
                    the Loans
                    during the Due Period relating to such Distribution Date, or
                    which have
                    cumulatively become material over
                    time;

                


        

        


        
          	 	
                  (xxxii)

                	
                  any
                    material breaches under this Agreement (including breaches of
                    the
                    representations and warranties set forth in Schedules IIA through
                    IIE, IIX
                    or IIIA through IIIE);

                


        

        


        
          	 	
                  (xxxiii)

                	
                  whether
                    the Optional Termination Date or the Stepdown Date has occurred;
                    

                


        

        


        
          	 	
                  (xxxiv)

                	
                  the
                    Senior Enhancement Percentage for such Distribution Date;
                    and

                


        

        


        
          	 	
                  (xxxv)

                	
                  the
                    amount of funds withdrawn from the Cap Account (for each Class
                    of Offered
                    Certificates) and included in such distribution and the outstanding
                    balance of the Cap Account (and the amounts available for each
                    Class of
                    Offered Certificates), after giving effect to such
                    distribution.

                


        

      

      


      (b) The
        Trustee’s responsibility for posting the above information on its website is
        limited to the availability, timeliness and accuracy of the information provided
        by the Servicer. On or before the 18th day of each calendar month, commencing
        in
        the month of the first Distribution Date hereunder, or if such day is not
        a
        Business Day, the next succeeding Business Day, the Servicer shall deliver
        to
        the Trustee a report, in a form acceptable to the Trustee, containing all
        of the
        necessary information for the Trustee to complete items (ii), (vi), (vii),
        (ix)-(xiv), (xvi), (xvii), (xix)-(xxi), (xxiv), (xxvii), (xxix) and
        (xxx)-(xxxii) of the statement described in (a) above. The Trustee shall
        be
        responsible for obtaining the necessary information to complete items (i),
        (iii), (iv), (v), (viii), (x), (xv), (xviii), (xxii), (xxiii), (xxv), (xxvi),
        (xxviii) and (xxxii)-(xxxv) of the statement described in (a) above.
        Notwithstanding the foregoing, (i) with respect to item (xxxii), each of
        the
        Servicer and the Trustee shall only be responsible for reporting the events
        described in such item with respect to itself and for which it has received
        notice thereof in compliance with the applicable provisions of this Agreement
        (including, without limitation, Sections 8.02(viii) and 10.05(b)) and (ii)
        with
        respect to item (x), the Servicer shall only be responsible for providing
        the
        specified information with respect to any amounts payable to it under this
        Agreement from assets of the Trust Fund.

      


      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

      (c) Within
        a
        reasonable period of time after the end of each calendar year, but in no
        case
        later than the time prescribed by the Code and applicable Treasury regulations,
        the Trustee shall cause to be furnished to each Person who at any time during
        the calendar year was a Certificateholder, a statement containing the
        information set forth in clauses (a)(ii), (a)(iii), (a)(viii) and (a)(xx)
        of
        this Section 4.03 aggregated for such calendar year or applicable portion
        thereof during which such Person was a Certificateholder. Such obligation
        of the
        Trustee shall be deemed to have been satisfied to the extent that substantially
        comparable information shall be provided by the Trustee pursuant to any
        requirements of the Code as from time to time in effect.

      


      (d) The
        Trustee shall report such other information on the statement described in
        (a)
        above as the Depositor, the Servicer and the Trustee may agree in writing
        from
        time to time in order to facilitate the Depositor’s compliance with Regulation
        AB. The Servicer and the Trustee shall cooperate in order to determine the
        appropriate party responsible for the provision of such other information
        within
        the time periods specified in clause (b) above.

      


      SECTION
        4.04.
        Reporting.

      


      On
        each
        Distribution Date, the Servicer shall provide to the Trustee current information
        of the type set forth in Schedule I hereto presented in a format substantially
        similar to Exhibit K attached hereto and the Trustee shall then forward such
        information to a reporting service mutually agreed upon by the Servicer and
        the
        Trustee.

      


      ARTICLE
        V

      THE
        CERTIFICATES

      


      SECTION
        5.01.
        The
        Certificates.

      


      The
        Certificates shall be substantially in the forms attached hereto as exhibits.
        The Certificates shall be issuable in the minimum denominations, integral
        multiples in excess thereof (except that one Certificate in each Class may
        be
        issued in a different amount which must be in excess of the applicable minimum
        denomination) and aggregate denominations per Class set forth in the Preliminary
        Statement.

      


      Subject
        to Section 9.02 hereof respecting the final distribution on the Certificates,
        on
        each Distribution Date the Trustee shall make distributions to each
        Certificateholder of record on the preceding Record Date either (a) by wire
        transfer in immediately available funds to the account of such Holder at
        a bank
        or other entity having appropriate facilities therefor, if (i) such Holder
        has
        so notified the Trustee at least five Business Days prior to the related
        Record
        Date and (ii) such Holder shall hold (A) 100% of the Class Certificate Balance
        or Percentage Interest of any Class of Certificates or (B) Certificates of
        any Class with an aggregate principal Denomination of not less than $1,000,000
        or (b) by check mailed by first class mail to such Certificateholder at the
        address of such Holder appearing in the Certificate Register.

      


      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trustee by an authorized officer. Certificates bearing the manual or facsimile
        signatures of individuals who were, at the time when such signatures were
        affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
        notwithstanding that such individuals or any of them have ceased to be so
        authorized prior to the countersignature and delivery of such Certificates
        or
        did not hold such offices at the date of such Certificate. No Certificate
        shall
        be entitled to any benefit under this Agreement, or be valid for any purpose,
        unless countersigned by the Trustee by manual signature, and such
        countersignature upon any Certificate shall be conclusive evidence, and the
        only
        evidence, that such Certificate has been duly executed and delivered hereunder.
        All Certificates shall be dated the date of their countersignature. On the
        Closing Date, the Trustee shall countersign the Certificates to be issued
        at the
        direction of the Depositor, or any affiliate thereof.

      


      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      

      The
        Depositor shall provide, or cause to be provided, to the Trustee on a continuous
        basis, an adequate inventory of Certificates to facilitate
        transfers.

      


      SECTION
        5.02.
        Certificate Register; Registration of Transfer and Exchange of
        Certificates.

      


      (a) The
        Trustee shall maintain, or cause to be maintained in accordance with the
        provisions of Section 5.06 hereof, a Certificate Register for the Trust Fund
        in
        which, subject to the provisions of subsections (b) and (c) below and to
        such
        reasonable regulations as it may prescribe, the Trustee shall provide for
        the
        registration of Certificates and of transfers and exchanges of Certificates
        as
        herein provided. Upon surrender for registration of transfer of any Certificate,
        the Trustee shall execute and deliver, in the name of the designated transferee
        or transferees, one or more new Certificates of the same Class and aggregate
        Percentage Interest.

      


      At
        the
        option of a Certificateholder, Certificates may be exchanged for other
        Certificates of the same Class in authorized denominations and evidencing
        the
        same aggregate Percentage Interest upon surrender of the Certificates to
        be
        exchanged at the office or agency of the Trustee. Whenever any Certificates
        are
        so surrendered for exchange, the Trustee shall execute, authenticate, and
        deliver the Certificates which the Certificateholder making the exchange
        is
        entitled to receive. Every Certificate presented or surrendered for registration
        of transfer or exchange shall be accompanied by a written instrument of transfer
        in the form of Exhibit G duly executed by the Holder thereof or his attorney
        duly authorized in writing.

      


      No
        service charge to the Certificateholders shall be made for any registration
        of
        transfer or exchange of Certificates, but payment of a sum sufficient to
        cover
        any tax or governmental charge that may be imposed in connection with any
        transfer or exchange of Certificates may be required.

      


      All
        Certificates surrendered for registration of transfer or exchange shall be
        canceled and subsequently destroyed by the Trustee in accordance with the
        Trustee’s customary procedures.

      


      No
        transfer of a Certificate other than an ERISA-Restricted Certificate shall
        be
        made to a plan that is subject to ERISA or Section 4975 of the Code (a
“Plan”)
        unless
        the purchase and holding of such Certificate is eligible for the exemptive
        relief available under Department of Labor Prohibited Transaction Class
        Exemption (“PTCE”)
        84-14
        (for transactions by “qualified professional asset managers”), PTCE 90-1 (for
        transactions by insurance company pooled separate accounts), PTCE 91-38 (for
        transactions by bank collective investment funds), PTCE 95-60 (for transactions
        for insurance company separate accounts), PTCE 96-23 (for transactions effected
        by “in-house asset managers”) or under the statutory exemption in Section
        408(b)(17) of ERISA and Section 4975(d)(20) of the Code (for certain
        transactions with a service provider that is not a fiduciary, or an affiliate
        of
        a fiduciary, with respect to a Plan with assets involved in the transactions).
        Each Plan that is a Beneficial Owner of such a Certificate, or any interest
        therein, shall be deemed to have represented, by virtue of its acquisition
        or
        holding of the Certificate, or interest therein, that the acquisition or
        holding
        of such Certificate is eligible for the exemptive relief available under
        one of
        the five Prohibited Transaction Class Exemptions or the statutory exemption
        described immediately above. Any attempted or purported transfer of a such
        Certificate to a Plan in violation of the provisions of this paragraph shall be
        absolutely null and void and shall vest no rights in the purported transferee.
        

      


      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      

      (b) Except
        for the initial transfer of the Class X Certificates and Class R Certificates,
        no transfer of a Class X Certificate or Class R Certificate shall be made
        unless
        such transfer is made pursuant to an effective registration statement under
        the
        Securities Act and any applicable state securities laws or is exempt from
        the
        registration requirements under said Act and such state securities laws.
        In the
        event that a transfer is to be made in reliance upon an exemption from the
        Securities Act and such laws, in order to assure compliance with the Securities
        Act and such laws, (i) the Certificateholder desiring to effect such transfer
        and such Certificateholder’s prospective transferee shall each certify to the
        Trustee in writing the facts surrounding the transfer, the Certificateholder
        by
        delivering a certificate in substantially the form set forth in Exhibit G
        (the
“Transferor
        Certificate”)
        and
        the Certificateholder’s prospective transferee by delivering a letter in
        substantially the form of either Exhibit H (the “Investment
        Letter”)
        or
        Exhibit I (the “Rule
        144A Letter”)
        or
        (ii) there shall be delivered to the Trustee at the expense of the transferor
        an
        Opinion of Counsel that such transfer may be made pursuant to an exemption
        from
        the Securities Act. The Depositor shall provide to any Holder of a Class
        X
        Certificate or Class R Certificate and any prospective transferee designated
        by
        any such Holder, information regarding the related Certificates and the Loans
        and such other information as shall be necessary to satisfy the condition
        to
        eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
        without registration thereof under the Securities Act pursuant to the
        registration exemption provided by Rule 144A. The Trustee and the Servicer
        shall
        cooperate with the Depositor in providing the Rule 144A information referenced
        in the preceding sentence, including providing to the Depositor such information
        regarding the Certificates, the Loans and other matters regarding the Trust
        Fund
        as the Depositor shall reasonably request to meet its obligation under the
        preceding sentence. Each Holder of a Class X Certificate or Class R Certificate
        desiring to effect such transfer shall, and does hereby agree to, indemnify
        the
        Trustee and the Depositor, the Sellers and the Servicer against any liability
        that may result if the transfer is not so exempt or is not made in accordance
        with such federal and state laws. In addition, except for the initial transfer
        of the Class X Certificates, no transfer of a Class X Certificate shall be
        made
        unless the transferee thereof shall have first provided to the Swap Counterparty
        or Cap Counterparty, as applicable, a correct, complete and duly executed
        U.S.
        Internal Revenue Service Form W-9 (or successor thereto) or, if applicable,
        Form
        W-8BEN (or successor thereto) that eliminates U.S. federal backup withholding
        tax on payments to the External Trust under the Swap Agreement or Cap Agreement,
        as applicable.

      


      No
        transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
        shall have received (i) a representation letter from the transferee
        substantially in the form of Exhibit H or Exhibit I, to the effect that (x)
        such
        transferee is not an employee benefit plan or arrangement subject to Section
        406
        of ERISA or a plan or arrangement subject to Section 4975 of the Code, nor
        a
        person acting on behalf of any such plan or arrangement, nor using the assets
        of
        any such plan or arrangement to effect such transfer or (y) if the purchaser
        is
        an insurance company and the ERISA-Restricted Certificate is not a Class
        R
        Certificate and has been the subject of an ERISA Qualifying Underwriting,
        a
        representation that the purchaser is an insurance company which is purchasing
        such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of PTCE 95-60) and that the purchase
        and holding of such Certificates are covered under Sections I and III of
        PTCE
        95-60 or (ii) in the case of any such ERISA-Restricted Certificate presented
        for
        registration in the name of an employee benefit plan subject to ERISA, or
        a plan
        or arrangement subject to Section 4975 of the Code (or comparable provisions
        of
        any subsequent enactments), or a trustee of any such plan or any other person
        acting on behalf of any such plan or arrangement, or using such plan’s or
        arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee, which
        Opinion of Counsel shall not be an expense of either the Trustee or the Trust
        Fund, addressed to the Trustee to the effect that the purchase or holding
        of
        such ERISA-Restricted Certificate will not result in the assets of the Trust
        Fund and
        the
        External Trust
        being
        deemed to be “plan assets” and subject to the prohibited transaction provisions
        of ERISA and the Code and will not subject the Trustee to any obligation
        in
        addition to those expressly undertaken in this Agreement or to any liability.
        Notwithstanding anything else to the contrary herein, any purported transfer
        of
        an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
        subject to ERISA or to the Code without the delivery to the Trustee of an
        Opinion of Counsel satisfactory to the Trustee as described above shall be
        void
        and of no effect. 

      


      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      

      In
        the
        case of an ERISA-Restricted Certificate that is a Book-Entry Certificate,
        for
        purposes of clauses (i) or (ii) of the first sentence of the preceding
        paragraph, such representations shall be deemed to have been made to the
        Certificate Registrar and the Trustee by the transferee's acceptance of such
        ERISA-Restricted Certificate.

      


      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trustee shall be under no liability to any Person for any registration
        of
        transfer of any ERISA-Restricted Certificate that is in fact not permitted
        by
        this Section 5.02(b) or for making any payments due on such Certificate to
        the Holder thereof or taking any other action with respect to such Holder
        under
        the provisions of this Agreement so long as the transfer was registered by
        the
        Trustee in accordance with the foregoing requirements.

      


      (c) Each
        Person who has or who acquires any Ownership Interest in a Class R Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions, and the rights of each
        Person acquiring any Ownership Interest in a Class R Certificate are expressly
        subject to the following provisions:

      


      (i) Each
        Person holding or acquiring any Ownership Interest in a Class R Certificate
        shall be a Permitted Transferee and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

      


      (ii) No
        Ownership Interest in a Class R Certificate may be registered on the Closing
        Date or thereafter transferred, and the Trustee shall not register the Transfer
        of any Class R Certificate unless, in addition to the certificates required
        to
        be delivered to the Trustee under subparagraph (b) above, the Trustee shall
        have
        been furnished with an affidavit (a “Transfer
        Affidavit”)
        of the
        initial owner or the proposed transferee in the form attached hereto as
        Exhibit F.

      


      (iii) Each
        Person holding or acquiring any Ownership Interest in a Class R Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
        such Person attempts to Transfer its Ownership Interest in a Class R
        Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
        such
        Person is acting as nominee, trustee or agent in connection with any Transfer
        of
        a Class R Certificate and (C) not to Transfer its Ownership Interest in a
        Class
        R Certificate or to cause the Transfer of an Ownership Interest in a Class
        R
        Certificate to any other Person if it has actual knowledge that such Person
        is
        not a Permitted Transferee.

      


      (iv) Any
        attempted or purported Transfer of any Ownership Interest in a Class R
        Certificate in violation of the provisions of this Section 5.02(c) shall
        be
        absolutely null and void and shall vest no rights in the purported Transferee.
        If any purported transferee shall become a Holder of a Class R Certificate
        in
        violation of the provisions of this Section 5.02(c), then the last preceding
        Permitted Transferee shall be restored to all rights as Holder thereof
        retroactive to the date of registration of Transfer of such Class R Certificate.
        The Trustee shall be under no liability to any Person for any registration
        of
        Transfer of a Class R Certificate that is in fact not permitted by this Section
        or for making any payments due on such Certificate to the Holder thereof
        or
        taking any other action with respect to such Holder under the provisions
        of this
        Agreement so long as the Transfer was registered after receipt of the related
        Transfer Affidavit, Transferor Certificate and either the Rule 144A Letter
        or
        the Investment Letter. The Trustee shall be entitled but not obligated to
        recover from any Holder of a Class R Certificate that was in fact not a
        Permitted Transferee at the time it became a Holder or, at such subsequent
        time
        as it became other than a Permitted Transferee, all payments made on such
        Class
        R Certificate at and after either such time. Any such payments so recovered
        by
        the Trustee shall be paid and delivered by the Trustee to the last preceding
        Permitted Transferee of such Certificate.

      


      
        
          
          

        

        
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      (v) The
        Depositor shall use its best efforts to make available, upon receipt of written
        request from the Trustee, all information necessary to compute any tax imposed
        under Section 860E(e) of the Code as a result of a Transfer of an Ownership
        Interest in a Class R Certificate to any Holder who is not a Permitted
        Transferee.

      


      The
        restrictions on Transfers of a Class R Certificate set forth in this Section
        5.02(c) shall cease to apply (and the applicable portions of the legend on
        a
        Class R Certificate may be deleted) with respect to Transfers occurring after
        delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
        shall
        not be an expense of the Trust Fund, the Trustee, the Sellers or the Servicer,
        to the effect that the elimination of such restrictions will not cause the
        Trust
        Fund hereunder to fail to qualify as one or more REMICs at any time that
        the
        Certificates are outstanding or result in the imposition of any tax on the
        Trust
        Fund, a Certificateholder or another Person. Each Person holding or acquiring
        any Ownership Interest in a Class R Certificate hereby consents to any amendment
        of this Agreement which, based on an Opinion of Counsel furnished to the
        Trustee, is reasonably necessary (A) to ensure that the record ownership
        of, or
        any beneficial interest in, a Class R Certificate is not transferred, directly
        or indirectly, to a Person that is not a Permitted Transferee and (B) to
        provide
        for a means to compel the Transfer of a Class R Certificate which is held
        by a
        Person that is not a Permitted Transferee to a Holder that is a Permitted
        Transferee.

      


      (d) The
        preparation and delivery of all certificates and opinions referred to above
        in
        this Section 5.02 in connection with transfer shall be at the expense of
        the parties to such transfers.

      


      (e) Except
        as
        provided below, the Book-Entry Certificates shall at all times remain registered
        in the name of the Depository or its nominee and at all times: (i) registration
        of the Certificates may not be transferred by the Trustee except to another
        Depository; (ii) the Depository shall maintain book-entry records with respect
        to the Beneficial Owners and with respect to ownership and transfers of such
        Book-Entry Certificates; (iii) ownership and transfers of registration of
        the Book-Entry Certificates on the books of the Depository shall be governed
        by
        applicable rules established by the Depository; (iv) the Depository may collect
        its usual and customary fees, charges and expenses from its Depository
        Participants; (v) the Trustee shall deal with the Depository, Depository
        Participants and indirect participating firms as representatives of the
        Beneficial Owners of the Book-Entry Certificates for purposes of exercising
        the
        rights of Holders under this Agreement, and requests and directions for and
        votes of such representatives shall not be deemed to be inconsistent if they
        are
        made with respect to different Beneficial Owners; and (vi) the Trustee may
        rely
        and shall be fully protected in relying upon information furnished by the
        Depository with respect to its Depository Participants and furnished by the
        Depository Participants with respect to indirect participating firms and
        persons
        shown on the books of such indirect participating firms as direct or indirect
        Beneficial Owners.

      


      All
        transfers by Beneficial Owners of Book-Entry Certificates shall be made in
        accordance with the procedures established by the Depository Participant
        or
        brokerage firm representing such Beneficial Owner. Each Depository Participant
        shall only transfer Book-Entry Certificates of Beneficial Owners it represents
        or of brokerage firms for which it acts as agent in accordance with the
        Depository’s normal procedures.

      


      If
        (x)
        (i) the Depositor advises the Trustee in writing that the Depository is no
        longer willing or able to properly discharge its responsibilities as Depository,
        and (ii) the Trustee is unable to locate a qualified successor, (y) the
        Depositor, at its sole option with the consent of the Trustee, advises the
        Trustee in writing that it elects to terminate the book-entry system through
        the
        Depository or (z) after the occurrence of an Event of Default or the resignation
        or removal of the Servicer, Beneficial Owners representing at least 51% of
        the
        sum of the then outstanding Class Certificate Balance of all Book-Entry
        Certificates together advise the Depository, either directly or through the
        Depository Participants, and the Trustee in writing that the continuation
        of a
        book-entry system through the Depository is no longer in the best interests
        of
        the Beneficial Owners. Upon the occurrence of any of the events described
        in the
        immediately preceding sentence, the Trustee shall notify all Beneficial Owners
        of the occurrence of any such event and of the availability of definitive,
        fully-registered Certificates (the “Definitive
        Certificates”)
        to
        Beneficial Owners requesting the same. Upon surrender to the Trustee of the
        related Class of Certificates by the Depository, accompanied by the instructions
        from the Depository for registration, the Trustee shall issue the Definitive
        Certificates. Neither the Depositor nor the Trustee shall be liable for any
        delay in delivery of such instruction and each may conclusively rely on,
        and
        shall be protected in relying on, such instructions. The Depositor shall
        provide
        the Trustee with an adequate inventory of certificates to facilitate the
        issuance and transfer of Definitive Certificates. Upon the issuance of
        Definitive Certificates all references herein to obligations imposed upon
        or to
        be performed by the Depository shall be deemed to be imposed upon and performed
        by the Trustee, to the extent applicable with respect to such Definitive
        Certificates and the Trustee shall recognize the Holders of the Definitive
        Certificates as Certificateholders hereunder; provided
        that the
        Trustee shall not by virtue of its assumption of such obligations become
        liable
        to any party for any act or failure to act of the Depository.

       

      
        
          
          

        

        
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      SECTION
        5.03.
        Mutilated, Destroyed, Lost or Stolen Certificates.

      


      If
        (a)
        any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any
        Certificate and (b) there is delivered to the Servicer and the Trustee such
        security or indemnity as may be required by them to save each of them harmless,
        then, in the absence of notice to the Trustee that such Certificate has been
        acquired by a bona fide purchaser, the Trustee shall execute, countersign
        and
        deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
        or
        stolen Certificate, a new Certificate of like Class, tenor and Percentage
        Interest. In connection with the issuance of any new Certificate under this
        Section 5.03, the Trustee may require the payment of a sum sufficient to
        cover
        any tax or other governmental charge that may be imposed in relation thereto
        and
        any other expenses (including the fees and expenses of the Trustee) connected
        therewith. Any replacement Certificate issued pursuant to this Section 5.03
        shall constitute complete and indefeasible evidence of ownership, as if
        originally issued, whether or not the lost, stolen or destroyed Certificate
        shall be found at any time.

      


      SECTION
        5.04.
        Persons
        Deemed Owners.

      


      The
        Servicer, the Trustee and any agent of the Servicer or the Trustee may treat
        the
        Person in whose name any Certificate is registered as the owner of such
        Certificate for the purpose of receiving distributions as provided in this
        Agreement and for all other purposes whatsoever, and neither the Servicer,
        the
        Trustee nor any agent of the Servicer or the Trustee shall be affected by
        any
        notice to the contrary.

      


      SECTION
        5.05.
        Access
        to List of Certificateholders’ Names and Addresses.

      


      If
        three
        or more Certificateholders (a) request such information in writing from the
        Trustee, (b) state that such Certificateholders desire to communicate with
        other
        Certificateholders with respect to their rights under this Agreement or under
        the Certificates and (c) provide a copy of the communication which such
        Certificateholders propose to transmit, or if the Depositor or Servicer shall
        request such information in writing from the Trustee, then the Trustee shall,
        within ten Business Days after the receipt of such request, provide the
        Depositor, the Servicer or such Certificateholders at such recipients’ expense
        the most recent list of the Certificateholders of such Trust Fund held by
        the
        Trustee, if any. The Depositor and every Certificateholder, by receiving
        and
        holding a Certificate, agree that the Trustee shall not be held accountable
        by
        reason of the disclosure of any such information as to the list of the
        Certificateholders hereunder, regardless of the source from which such
        information was derived.

      


      
        
          
          

        

        
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      SECTION
        5.06.
        Maintenance of Office or Agency.

      


      The
        Trustee will maintain or cause to be maintained at its expense an office
        or
        offices or agency or agencies in New York City where Certificates may be
        surrendered for registration of transfer or exchange. The Trustee initially
        designates its Corporate Trust Office for such purposes. The Trustee will
        give
        prompt written notice to the Certificateholders of any change in such location
        of any such office or agency.

      


      ARTICLE
        VI

      THE
        DEPOSITOR AND THE SERVICER

      


      SECTION
        6.01.
        Respective Liabilities of the Depositor and the Servicer.

      


      The
        Depositor and the Servicer shall each be liable in accordance herewith only
        to
        the extent of the obligations specifically and respectively imposed upon
        and
        undertaken by them herein.

      


      SECTION
        6.02.
        Merger
        or Consolidation of the Depositor or the Servicer.

      


      The
        Depositor and the Servicer will each keep in full effect their respective
        existence, rights and franchises as a corporation under the laws of the United
        States or under the laws of one of the states thereof and will each obtain
        and
        preserve their respective qualifications to do business as a foreign corporation
        in each jurisdiction in which such qualification is or shall be necessary
        to
        protect the validity and enforceability of this Agreement, or any of the
        Loans
        and to perform its respective duties under this Agreement.

      


      Any
        Person into which the Depositor or the Servicer may be merged or consolidated,
        or any Person resulting from any merger or consolidation to which the Depositor
        or the Servicer shall be a party, or any person succeeding to the business
        of
        the Depositor or the Servicer, shall be the successor of the Depositor or
        the
        Servicer, as the case may be, hereunder, without the execution or filing
        of any
        paper or any further act on the part of any of the parties hereto, anything
        herein to the contrary notwithstanding; provided,
        however,
        that
        the successor or surviving Person to the Servicer shall be qualified to sell
        mortgage loans to, and to service mortgage loans on behalf of, FNMA or
        FHLMC.

      


      SECTION
        6.03.
        Limitation on Liability of the Depositor, the Sellers, the Servicer and
        Others.

      


      None
        of
        the Depositor, the Sellers, the Servicer or any of the directors, officers,
        employees or agents of the Depositor, the Sellers or the Servicer shall be
        under
        any liability to the Certificateholders for any action taken or for refraining
        from the taking of any action in good faith pursuant to this Agreement, or
        for
        errors in judgment; provided,
        however,
        that
        this provision shall not protect the Depositor, the Sellers, the Servicer
        or any
        such Person against any breach of representations or warranties made by it
        herein or protect the Depositor, the Sellers, the Servicer or any such Person
        from any liability which would otherwise be imposed by reasons of willful
        misfeasance, bad faith or gross negligence in the performance of duties or
        by
        reason of reckless disregard of obligations and duties hereunder. The Depositor,
        the Sellers, the Servicer and any director, officer, employee or agent of
        the
        Depositor, the Sellers or the Servicer may rely in good faith on any document
        of
        any kind prima facie
        properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Depositor, the Sellers, the Servicer and any director, officer, employee
        or
        agent of the Depositor, the Sellers or the Servicer shall be indemnified
        by the
        Trust Fund and held harmless against any loss, liability or expense incurred
        in
        connection with any audit, controversy or judicial proceeding relating to
        a
        governmental taxing authority or any legal action relating to this Agreement
        or
        the Certificates, other than any loss, liability or expense related to any
        specific Loan or Loans (except as any such loss, liability or expense shall
        be
        otherwise reimbursable pursuant to this Agreement) and any loss, liability
        or
        expense incurred by reason of willful misfeasance, bad faith or gross negligence
        in the performance of duties hereunder or by reason of reckless disregard
        of
        obligations and duties hereunder. None of the Depositor, the Sellers or the
        Servicer shall be under any obligation to appear in, prosecute or defend
        any
        legal action that is not incidental to its respective duties hereunder and
        which
        in its opinion may involve it in any expense or liability; provided,
        however,
        that
        any of the Depositor, the Sellers or the Servicer may in its discretion
        undertake any such action that it may deem necessary or desirable in respect
        of
        this Agreement and the rights and duties of the parties hereto and interests
        of
        the Trustee and the Certificateholders hereunder. In such event, the legal
        expenses and costs of such action and any liability resulting therefrom shall
        be
        expenses, costs and liabilities of the Trust Fund, and the Depositor, the
        Sellers and the Servicer shall be entitled to be reimbursed therefor out
        of the
        Certificate Account.

      


      
        
          
          

        

        
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      SECTION
        6.04.
        Limitation on Resignation of Servicer.

      


      The
        Servicer shall not resign from the obligations and duties hereby imposed
        on it
        except (a) upon appointment of a successor servicer and receipt by the Trustee
        of a letter from each Rating Agency that such a resignation and appointment
        will
        not result in a downgrading of the rating of any of the Certificates or (b)
        upon
        determination that its duties hereunder are no longer permissible under
        applicable law. Any such determination under clause (b) permitting the
        resignation of the Servicer shall be evidenced by an Opinion of Counsel to
        such
        effect delivered to the Trustee. No such resignation shall become effective
        until the Trustee or a successor servicer shall have assumed the Servicer’s
        responsibilities, duties, liabilities and obligations hereunder. If the Servicer
        resigns for any of the foregoing reasons and the Trustee is unwilling or
        unable
        to assume responsibility for the Servicer’s duties under this Agreement, the
        Trustee may take action to appoint a successor servicer in accordance with
        Section 7.02 hereof.

      


      SECTION
        6.05.
        Indemnification.

      


      The
        Servicer agrees to indemnify and hold the Trustee, the Depositor and each
        Certificateholder harmless against any and all claims, losses, penalties,
        fines,
        forfeitures, legal fees and related costs, judgments, and any other costs,
        fees
        and expenses that the Trustee, the Depositor or any Certificateholder may
        sustain directly resulting from the gross negligence or willful misconduct
        of
        the Servicer in the performance of its duties hereunder or in the servicing
        of
        the Loans in compliance with the terms of this Agreement. The Servicer shall
        not
        be liable or responsible for any of the representations, covenants, warranties,
        responsibilities, duties or liabilities of any prior servicer. The Servicer
        shall immediately notify the Trustee, the Depositor and each Certificateholder
        if a claim is made by a third party for which any of such parties could require
        indemnification from the Servicer under this Section 6.05, and the Servicer
        shall assume (with the consent of the Trustee) the defense of any such claim
        and
        advance all expenses in connection therewith, including reasonable counsel
        fees,
        and promptly advance funds to pay, discharge and satisfy any non-appealable,
        final judgment or decree which may be entered against the Servicer, the Trustee,
        the Depositor and/or the Certificateholder in respect of such claim. The
        indemnity provided for in this Section 6.05 shall survive the termination
        of the
        Agreement.

      


      ARTICLE
        VII

      DEFAULT

      


      SECTION
        7.01.
        Events
        of Default.

      


      “Event
        of
        Default,” wherever used herein, means any one of the following
        events:

      


      (i) any
        failure by the Servicer to deposit in the Certificate Account or remit to
        the
        Trustee any payment (other than a payment required to be made under Section
        4.01
        hereof) required to be made with respect to any Class of Certificates under
        the
        terms of this Agreement, which failure shall continue unremedied for 5 days
        after the date upon which written notice of such failure shall have been
        given
        (a) to the Servicer by the Trustee or the Depositor or (b) to the Servicer,
        the
        Depositor and the Trustee by the Holders of Certificates of such Class
        evidencing not less than 25% of the Voting Rights allocated to such
        Class;

      


      
        
          
          

        

        
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      (ii) any
        failure by the Servicer to duly observe or perform in any material respect
        any
        other of the covenants or agreements on the part of the Servicer contained
        in
        this Agreement, which failure shall continue unremedied for a period of 30
        days
        after the date on which written notice of such failure shall have been given
        (a)
        to the Servicer by the Trustee or the Depositor or (b) to the Servicer, the
        Depositor and the Trustee by the Holders of Certificates of any Class evidencing
        not less than 25% of the Voting Rights allocated to such Class;

      


      (iii) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises for the appointment of a receiver or liquidator in any insolvency,
        readjustment of debt, marshalling of assets and liabilities or similar
        proceeding, or for the winding-up or liquidation of its affairs, shall have
        been
        entered against the Servicer and such decree or order shall have remained
        in
        force undischarged or unstayed for a period of 60 consecutive days;

      


      (iv) the
        Servicer shall consent to the appointment of a receiver or liquidator in
        any
        insolvency, readjustment of debt, marshalling of assets and liabilities or
        similar proceedings of or relating to the Servicer or all or substantially
        all
        of the property of the Servicer;

      


      (v) the
        Servicer shall admit in writing its inability to pay its debts generally
        as they
        become due, file a petition to take advantage of, or commence a voluntary
        case
        under, any applicable insolvency or reorganization statute, make an assignment
        for the benefit of its creditors, or voluntarily suspend payment of its
        obligations; 

      


      (vi) so
        long
        as the Servicer is a Seller, any failure by any Seller to observe or perform
        in
        any material respect any of the other covenants or agreements on the part
        of any
        Seller contained in this Agreement, which failure shall continue unremedied
        for
        a period of 60 days after the date on which written notice of such failure
        shall
        have been given to such Seller by the Trustee or the Depositor, or to such
        Seller and the Trustee by the Holders of Certificates of any Class evidencing
        not less than 25% of the Voting Rights allocated to such Class; or

      


      (vii) any
        failure of the Servicer to make any Advance in the manner and at the time
        required to be made pursuant to Section 4.01 which continues unremedied for
        a
        period of 1 Business Day after the date of such failure.

      


      If
        an
        Event of Default described in clauses (i) to (vi) of this Section shall occur,
        then, and in each and every such case, so long as such Event of Default shall
        not have been remedied, the Trustee may, and at the direction of the Holders
        of
        Certificates of any Class evidencing not less than 25% of the Voting Rights
        allocated to such Class, by notice in writing to the Servicer (with a copy
        to
        each Rating Agency) shall, terminate all of the rights and obligations of
        the
        Servicer under this Agreement and in and to the Loans and the proceeds thereof,
        other than its rights as a Certificateholder hereunder. If an Event of Default
        described in clause (vii) of this Section shall occur, then, and in each
        and
        every such case, so long as such Event of Default shall not have been remedied,
        the Trustee shall, by telephonic notice to the Servicer, followed by notice
        in
        writing (with a copy to each Rating Agency), terminate all of the rights
        and
        obligations of the Servicer under this Agreement and in and to the Loans
        and the
        proceeds thereof, other than its rights as a Certificateholder hereunder.
        On and
        after the receipt by the Servicer of such telephonic notice, all authority
        and
        power of the Servicer hereunder, whether with respect to the Loans or otherwise,
        shall pass to and be vested in the Trustee, as successor Servicer. The Trustee
        shall, subject to 3.04 hereof, thereupon promptly make any Advance described
        in
        clause (vii) hereof. The Trustee is hereby authorized and empowered to execute
        and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise,
        any
        and all documents and other instruments, and to do or accomplish all other
        acts
        or things necessary or appropriate to effect the purposes of such notice
        of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Loans and related documents, or otherwise. Unless expressly provided
        in such
        written notice, no such termination shall affect any obligation of the Servicer
        to pay amounts owed pursuant to Article VIII. The Servicer agrees to cooperate
        with the Trustee in effecting the termination of the Servicer’s responsibilities
        and rights hereunder, including, without limitation, the transfer to the
        Trustee
        of all cash amounts which shall at the time be credited to the Certificate
        Account, or thereafter be received with respect to the Loans.

      


      
        
          
          

        

        
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      The
        Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust
        Fund if the Servicer does not fulfill its obligations hereunder) for all
        costs
        associated with the transfer of servicing from the predecessor Servicer,
        including, without limitation, any costs or expenses associated with the
        complete transfer of all servicing data and the completion, correction or
        manipulation of such servicing data as may be required by the Trustee to
        correct
        any errors or insufficiencies in the servicing data or otherwise to enable
        the
        Trustee to service the Loans properly and effectively, costs reasonably
        allocable to specific employees and overhead, legal fees and expenses,
        accounting and financial consulting fees and expenses, costs or expenses
        associated with the transfer of all servicing files and costs of amending
        the
        Agreement, if necessary. If the terminated Servicer does not pay such
        reimbursement within thirty (30) days of its receipt of an invoice therefor,
        such reimbursement shall be an expense of the Trust Fund and the Trustee
        shall
        be entitled to receive such reimbursement from amounts on deposit in the
        Certificate Account pursuant to Section 3.08(a)(vii)(B) or from the Distribution
        Account pursuant to Section 3.08(b)(i), as applicable, in an amount not to
        exceed the Trustee Permitted Withdrawal Amount and to receive all amounts
        in
        excess of the Trustee Permitted Withdrawal Amount pursuant to Sections
        4.02(a)(i)(A).

      


      Notwithstanding
        any termination of the activities of the Servicer hereunder, the Servicer
        shall
        be entitled to receive, out of any late collection of a Scheduled Payment
        on a
        Loan which was due prior to the notice terminating such Servicer’s rights and
        obligations as Servicer hereunder and received after such notice, that portion
        thereof to which such Servicer would have been entitled pursuant to Sections
        3.08(a)(i) through (viii), and any other amounts payable to such Servicer
        hereunder the entitlement to which arose prior to the termination of its
        activities hereunder.

      


      SECTION
        7.02.
        Trustee
        to Act; Appointment of Successor.

      


      On
        and
        after the time the Servicer receives a notice of termination pursuant to
        Section
        7.01 hereof, the Trustee shall, subject to and to the extent provided in
        Section
        3.04, be the successor to the Servicer in its capacity as servicer under
        this
        Agreement and the transactions set forth or provided for herein and shall
        be
        subject to all the responsibilities, duties and liabilities relating thereto
        placed on the Servicer by the terms and provisions hereof and applicable
        law
        including the obligation to make Advances pursuant to Section 4.01. As
        compensation therefor, the Trustee shall be entitled to all funds relating
        to
        the Loans that the Servicer would have been entitled to charge to the
        Certificate Account or Distribution Account if the Servicer had continued
        to act
        hereunder. Notwithstanding the foregoing, if the Trustee has become the
        successor to the Servicer in accordance with Section 7.01 hereof, the Trustee
        may, if it shall be unwilling to so act, or shall, if it is prohibited by
        applicable law from making Advances pursuant to Section 4.01 hereof or if
        it is
        otherwise unable to so act, appoint, or petition a court of competent
        jurisdiction to appoint, any established mortgage loan servicing institution
        the
        appointment of which does not adversely affect the then current rating of
        the
        Certificates by each Rating Agency as the successor to the Servicer hereunder
        in
        the assumption of all or any part of the responsibilities, duties or liabilities
        of the Servicer hereunder. Any successor to the Servicer shall be an institution
        which is a FNMA and FHLMC approved seller/servicer in good standing, which
        has a
        net worth of at least $10,000,000, and which is willing to service the Loans
        and
        executes and delivers to the Depositor and the Trustee an agreement accepting
        such delegation and assignment, which contains an assumption by such Person
        of
        the rights, powers, duties, responsibilities, obligations and liabilities
        of the
        Servicer (other than liabilities of the Servicer under Section 6.03 hereof
        incurred prior to termination of the Servicer under Section 7.01), with like
        effect as if originally named as a party to this Agreement; and provided
        further
        that no such delegation and assignment shall become effective unless each
        Rating
        Agency acknowledges that its rating of the Certificates in effect immediately
        prior to such delegation and assignment will not be qualified or reduced
        as a
        result of such delegation and assignment. Pending appointment of a successor
        to
        the Servicer hereunder, the Trustee, unless the Trustee is prohibited by
        law
        from so acting, shall, subject to Section 3.04 hereof, act in such capacity
        as
        hereinabove provided. In connection with such appointment and assumption,
        the
        Trustee may make such arrangements for the compensation of such successor
        out of
        payments on Loans as it and such successor shall agree; provided,
        however,
        that no
        such compensation shall be in excess of the Servicing Fee permitted the Servicer
        hereunder. The Trustee and such successor shall take such action, consistent
        with this Agreement, as shall be necessary to effectuate any such succession.
        Neither the Trustee nor any other successor servicer shall be deemed to be
        in
        default hereunder by reason of any failure to make, or any delay in making,
        any
        distribution hereunder or any portion thereof or any failure to perform,
        or any
        delay in performing, any duties or responsibilities hereunder, in either
        case
        caused by the failure of the Servicer to deliver or provide, or any delay
        in
        delivering or providing, any cash, information, documents or records to
        it.

      


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

      Any
        successor to the Servicer as servicer shall give notice to the Mortgagors
        of
        such change of servicer.

      


      SECTION
        7.03.
        Notification to Certificateholders.

      


      (a) Upon
        any
        termination or appointment of a successor to the Servicer, the Trustee shall
        give prompt written notice thereof to Certificateholders and to each Rating
        Agency.

      


      (b) Within
        60
        days after the occurrence of any Event of Default, the Trustee shall transmit
        by
        mail to all Certificateholders notice of each such Event of Default hereunder
        known to the Trustee, unless such Event of Default shall have been cured
        or
        waived.

      


      SECTION
        7.04. Survivability of Servicer Liabilities.

      


      Notwithstanding
        anything herein to the contrary, upon termination of the Servicer hereunder,
        any
        liabilities of the Servicer which accrued prior to such termination shall
        survive such termination.

      


      ARTICLE
        VIII 

      CONCERNING
        THE TRUSTEE

      


      SECTION
        8.01.
        Duties
        of Trustee.

      


      The
        Trustee, prior to the occurrence of an Event of Default of which a Responsible
        Officer of the Trustee shall have actual knowledge and after the curing of
        all
        Events of Default that may have occurred, shall undertake to perform such
        duties
        and only such duties as are specifically set forth in this Agreement. In
        case an
        Event of Default of which a Responsible Officer of the Trustee shall have
        actual
        knowledge has occurred and remains uncured or waived, the Trustee shall exercise
        such of the rights and powers vested in it by this Agreement, and use the
        same
        degree of care and skill in their exercise as a prudent Person would exercise
        or
        use under the circumstances in the conduct of such Person’s own
        affairs.

      


      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        that
        are specifically required to be furnished pursuant to any provision of this
        Agreement shall examine them to determine whether they are in the form required
        by this Agreement; provided,
        however,
        that
        the Trustee shall not be responsible for the accuracy or content of any such
        resolution, certificate, statement, opinion, report, document, order or other
        instrument.

      


      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      

      Unless
        an
        Event of Default of which a Responsible Officer of the Trustee shall have
        actual
        knowledge shall have occurred and be continuing, the duties and obligations
        of
        the Trustee shall be determined solely by the express provisions of this
        Agreement, the Trustee shall not be liable except for the performance of
        such
        duties and obligations as are specifically set forth in this Agreement, no
        implied covenants or obligations shall be read into this Agreement against
        the
        Trustee and the Trustee may conclusively rely, as to the truth of the statements
        and the correctness of the opinions expressed therein, upon any certificates
        or
        opinions furnished to the Trustee and conforming to the requirements of this
        Agreement which it believed in good faith to be genuine and to have been
        duly
        executed by the proper authorities respecting any matters arising
        hereunder.

      


      The
        Trustee shall not be liable for an error of judgment made in good faith by
        a
        Responsible Officer or other officers of the Trustee, unless it shall be
        finally
        proven that the Trustee was negligent in ascertaining the pertinent facts.
        

      


      The
        Trustee shall not be liable with respect to any action taken, suffered or
        omitted to be taken by it in good faith in accordance with this Agreement
        or
        with the direction of the Holders of Certificates evidencing not less than
        25%
        of the Voting Rights of the Certificates relating to the time, method and
        place
        of conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee under this
        Agreement.

      


      Subject
        to the other provisions of this Agreement and without limiting the generality
        of
        this Section 8.01, the Trustee shall have no duty (A) to see to any recording,
        filing, or depositing of this Agreement or any agreement referred to herein
        or
        any financing statement or continuation statement evidencing a security
        interest, or to see to the maintenance of any such recording or filing or
        depositing or to any re-recording, refiling or redepositing of any thereof,
        (B)
        to see to any insurance, (C) to see to the payment or discharge of any tax,
        assessment, or other governmental charge or any lien or encumbrance of any
        kind
        owing with respect to, assessed or levied against any part of the Trust Fund
        other than from funds available in the Certificate Account or (D) to confirm
        or
        verify the contents of any reports or certificates of the Servicer delivered
        to
        the Trustee pursuant to this Agreement believed by the Trustee to be genuine
        and
        to have been signed or presented by the proper party or parties; provided,
        however,
        that
        the provisions of this Section 8.01(D) shall not apply during any period
        during
        which the Trustee is acting in the capacity of servicer.

      


      Notwithstanding
        anything contained in this Section 8.01 to the contrary, no provision of
        this
        Agreement shall be construed to relieve the Trustee from liability for its
        own
        negligent action, its own negligent failure to act or its own willful
        misconduct.

      


      SECTION
        8.02
        Certain
        Matters Affecting the Trustee.

      


      Except
        as
        otherwise provided in Section 8.01:

      


      (i) the
        Trustee (acting as Trustee, Tax Matters Person or as agent of the Tax Matters
        Person for any REMIC) may request and rely upon and shall be protected in
        acting
        or refraining from acting upon any resolution, Officers’ Certificate, Opinion of
        Counsel, certificate of auditors or any other certificate, statement,
        instrument, opinion, report, notice, request, consent, order, appraisal,
        bond or
        other paper or document believed by it to be genuine and to have been signed
        or
        presented by the proper party or parties and the Trustee shall have no
        responsibility to ascertain or confirm the genuineness of any signature of
        any
        such party or parties;

      


      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      

      (ii) the
        Trustee (acting as Trustee, Tax Matters Person or as agent of the Tax Matters
        Person for any REMIC) may consult with counsel, financial advisers or
        accountants and the advice of any such counsel, financial advisers or
        accountants and any Opinion of Counsel shall be full and complete authorization
        and protection in respect of any action taken or suffered or omitted by it
        hereunder in good faith and in accordance with such Opinion of
        Counsel;

      


      (iii) the
        Trustee shall not be liable for any action taken, suffered or omitted by
        it in
        good faith and believed by it to be authorized or within the discretion or
        rights or powers conferred upon it by this Agreement;

      


      (iv) the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing so to do by Holders of Certificates evidencing
        not
        less than 25% of the Voting Rights allocated to each Class of Certificates;
        provided, however, that if the payment within a reasonable time to the Trustee
        of the costs, expenses or liabilities likely to be incurred by it in the
        making
        of such investigation is, in the opinion of the Trustee, not reasonably assured
        to the Trustee by the security afforded to it by the terms of this Agreement,
        the Trustee may require reasonable indemnity against such cost, expense or
        liability as a condition to taking any such action. The reasonable expense
        of
        every such examination shall be paid by the Trustee and shall be repaid pursuant
        to Sections 3.08(a)(vii)(B), 3.08(b)(i), and 4.02(a)(i)(A) hereof, as
        applicable;

      


      (v) the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, accountants, custodians
        or
        attorneys, and the Trustee shall not be responsible for any misconduct or
        negligence on the part of any such agent, accountant, custodian or attorney
        appointed by the Trustee with due care;

      


      (vi) the
        Trustee shall not be required to risk or expend its own funds or otherwise
        incur
        any financial liability in the performance of any of its duties or in the
        exercise of any of its rights or powers hereunder if it shall have reasonable
        grounds for believing that repayment of such funds or adequate indemnity
        against
        such risk or liability is not assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the Servicer under this Agreement except during such time, if any, as the
        Trustee shall be the successor to, and be vested with the rights, duties,
        powers
        and privileges of the Servicer in accordance with the terms of this
        Agreement;

      


      (vii) the
        Trustee shall not be liable for any loss on any investment of funds pursuant
        to
        this Agreement (other than as issuer of the investment security); 

      


      (viii) the
        Trustee shall not be required to take notice or be deemed to have knowledge
        of
        any Event of Default (except an event of nonpayment by the Servicer) until
        a
        Responsible Officer of the Trustee shall have received written notice thereof,
        and in the absence of receipt of such notice, the Trustee may conclusively
        assume that there is no default or Event of Default; 

      


      (ix) the
        Trustee shall be under no obligation to exercise any of the trusts, rights
        or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders, pursuant to the provisions of this Agreement,
        unless such Certificateholders shall have offered to the Trustee reasonable
        security or indemnity satisfactory to the Trustee against the costs, expenses
        and liabilities which may be incurred therein or thereby; 

      


      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      

      (x) the
        right
        of the Trustee to perform any discretionary act enumerated in this Agreement
        shall not be construed as a duty, and the Trustee shall not be answerable
        for
        other than its negligence or willful misconduct in the performance of such
        act;

      


      (xi) the
        Trustee shall not be required to give any bond or surety in respect of the
        execution of the Trust Fund created hereby or the powers granted hereunder;
        and

      


      (xii) anything
        in this Agreement to the contrary notwithstanding, in no event shall the
        Trustee
        be liable for special, indirect or consequential loss or damage of any kind
        whatsoever (including but not limited to lost profits), even if the Trustee
        has
        been advised of the likelihood of such loss or damage and regardless of the
        form
        of action.

      


      SECTION
        8.03.
        Trustee
        Not Liable for Certificates or Loans.

      


      The
        recitals contained herein and in the Certificates shall be taken as the
        statements of the Depositor or the Sellers, as the case may be, and the Trustee
        assumes no responsibility for their correctness. The Trustee makes no
        representations as to the validity or sufficiency of this Agreement or of
        the
        Certificates or of any Loan or related document other than with respect to
        the
        Trustee’s execution and counter-signature of the Certificates. The Trustee shall
        not be accountable for the use or application by the Depositor or the Servicer
        of any of the Certificates or of the proceeds of such Certificates or for
        the
        use and application of any funds paid to the Depositor or the Servicer in
        respect of the Loans or deposited in or withdrawn from the Certificate Account
        by the Depositor or the Servicer. The Trustee shall not be responsible for
        the
        legality or validity of this Agreement or the validity, priority, perfection
        or
        sufficiency of the security for the Certificates issued or intended to be
        issued
        hereunder; provided,
        however,
        that
        the foregoing language shall not apply to the Trustee’s obligations under this
        Agreement.

      


      SECTION
        8.04.
        Trustee
        May Own Certificates.

      


      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Certificates, and may otherwise deal with the parties hereto with the
        same
        rights as it would have if it were not the Trustee.

      


      SECTION
        8.05.
        Trustee’s Fees and Expenses.

      


      The
        Trustee, as compensation for its activities hereunder, shall be entitled
        to
        withdraw from the Distribution Account on each Distribution Date an amount
        equal
        to the Trustee Fee (which shall not be limited by any provision of law in
        regard
        to the compensation of a trustee of an express trust) and expenses for such
        Distribution Date. The Trustee and any director, officer, employee or agent
        of
        the Trustee shall be indemnified by the Servicer and held harmless against
        any
        loss, liability or expense (including reasonable attorney’s fees) (i) incurred
        in connection with any claim or legal action relating to (a) this Agreement,
        (b)
        the Certificates or (c) the performance of any of the Trustee’s duties
        hereunder, other than any loss, liability or expense incurred by reason of
        willful misfeasance, bad faith or negligence in the performance of any of
        the
        Trustee’s duties hereunder, (ii) resulting from any error in any tax or
        information return prepared by the Servicer and (iii) incurred in connection
        with Section 2.01(d) hereof. Such indemnity shall survive the termination
        of
        this Agreement or the resignation or removal of the Trustee hereunder. Without
        limiting the foregoing, the Servicer covenants and agrees, except as otherwise
        agreed upon in writing by the Depositor and the Trustee, and except for any
        such
        expense, disbursement or advance as may arise from the Trustee’s negligence, bad
        faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable
        expenses, disbursements and advances incurred or made by the Trustee in
        accordance with any of the provisions of this Agreement with respect to the
        following: (A) the reasonable compensation and the expenses and disbursements
        of
        its counsel not associated with the closing of the issuance of the Certificates,
        (B) the reasonable compensation, expenses and disbursements of any accountant,
        engineer or appraiser that is not regularly employed by the Trustee, to the
        extent that the Trustee must engage such persons to perform acts or services
        hereunder and (C) printing and engraving expenses in connection with preparing
        any Definitive Certificates. Except as otherwise provided herein, the Trustee
        shall not be entitled to payment or reimbursement for any routine ongoing
        expenses incurred by the Trustee in the ordinary course of its duties as
        Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder
        or
        for any other expenses.

      


      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      

      SECTION
        8.06.
        Eligibility Requirements for Trustee.

      


      The
        Trustee hereunder shall at all times be a corporation or association organized
        and doing business under the laws of a state or the United States of America,
        authorized under such laws to exercise corporate trust powers, having a combined
        capital and surplus of at least $50,000,000 subject to supervision or
        examination by federal or state authority and with a credit rating which
        would
        not cause any one of the Rating Agencies to reduce their respective then
        current
        ratings of the Certificates (or having provided such security from time to
        time
        as is sufficient to avoid such reduction). If such corporation or association
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of the aforesaid supervising or examining authority, then for
        the
        purposes of this Section 8.06 the combined capital and surplus of such
        corporation or association shall be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so published.
        In
        case at any time the Trustee shall cease to be eligible in accordance with
        the
        provisions of this Section 8.06, the Trustee shall resign immediately in
        the
        manner and with the effect specified in Section 8.07 hereof. The entity serving
        as Trustee may have normal banking and trust relationships with the Depositor
        and its affiliates or the Servicer and its affiliates; provided,
        however,
        that
        such entity cannot be an affiliate of the Servicer other than the Trustee
        in its
        role as successor to the Servicer.

      


      SECTION
        8.07.
        Resignation and Removal of Trustee.

      


      The
        Trustee may at any time resign and be discharged from the trusts hereby created
        by giving written notice of resignation to the Depositor and the Servicer
        and
        each Rating Agency not less than 60 days before the date specified in such
        notice when, subject to Section 8.08, such resignation is to take effect,
        and
        acceptance by a successor trustee in accordance with Section 8.08 meeting
        the
        qualifications set forth in Section 8.06. If no successor trustee meeting
        such
        qualifications shall have been so appointed and have accepted appointment
        within
        30 days after the giving of such notice or resignation, the resigning Trustee
        may petition any court of competent jurisdiction for the appointment of a
        successor trustee.

      


      If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
        Section 8.06 hereof and shall fail to resign after written request thereto
        by
        the Depositor, or if at any time the Trustee shall become incapable of acting,
        or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee
        or
        of its property shall be appointed, or any public officer shall take charge
        or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, or a tax is imposed with respect
        to
        the Trust Fund by any state in which the Trustee or the Trust Fund is located
        and the imposition of such tax would be avoided by the appointment of a
        different trustee, then the Depositor or the Servicer may remove the Trustee,
        and shall, within 30 days after such removal, appoint a successor trustee
        by
        written instrument, in triplicate, one copy of which instrument shall be
        delivered to the Trustee, one copy of which shall be delivered to the Servicer
        and one copy to the successor trustee.

      


      The
        Holders of Certificates entitled to at least 51% of the Voting Rights may
        at any
        time remove the Trustee and appoint a successor trustee by written instrument
        or
        instruments, in triplicate, signed by such Holders or their attorneys-in-fact
        duly authorized, one complete set of which instruments shall be delivered
        by the
        successor trustee to the Servicer, one complete set to the Trustee so removed
        and one complete set to the successor so appointed. Notice of any removal
        of the
        Trustee shall be given to each Rating Agency by the successor
        trustee.

      


      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      

      Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section 8.07 shall become effective
        upon acceptance of appointment by the successor trustee as provided in Section
        8.08 hereof.

      


      SECTION
        8.08.
        Successor Trustee.

      


      Any
        successor trustee appointed as provided in Section 8.07 hereof shall execute,
        acknowledge and deliver to the Depositor and to its predecessor trustee and
        the
        Servicer an instrument accepting such appointment hereunder and thereupon
        the
        resignation or removal of the predecessor trustee shall become effective
        and
        such successor trustee, without any further act, deed or conveyance, shall
        become fully vested with all the rights, powers, duties and obligations of
        its
        predecessor hereunder, with the like effect as if originally named as trustee
        herein. The Depositor, the Servicer and the predecessor trustee shall execute
        and deliver such instruments and do such other things as may reasonably be
        required for more fully and certainly vesting and confirming in the successor
        trustee all such rights, powers, duties, and obligations.

      


      No
        successor trustee shall accept appointment as provided in this Section 8.08
        unless at the time of such acceptance such successor trustee shall be eligible
        under the provisions of Section 8.06 hereof and its appointment shall not
        adversely affect the then current rating of the Certificates.

      


      Upon
        acceptance of appointment by a successor trustee as provided in this Section
        8.08, the Depositor shall mail notice of the succession of such trustee
        hereunder to all Holders of Certificates at their addresses as shown in the
        Certificate Register. If the Depositor fails to mail such notice within 10
        days
        after acceptance of appointment by the successor trustee, the successor trustee
        shall cause such notice to be mailed at the expense of the
        Depositor.

      


      SECTION
        8.09.
        Merger
        or Consolidation of Trustee.

      


      Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, any corporation succeeding
        to the business of the Trustee or any corporation or association to which
        all or
        substantially all of the corporate trust business of the Trustee may be sold
        or
        otherwise transferred, shall be the successor of the Trustee hereunder, provided
        that such corporation shall be eligible under the provisions of Section 8.06
        hereof without the execution or filing of any paper or further act on the
        part
        of any of the parties hereto, anything herein to the contrary
        notwithstanding.

      


      SECTION
        8.10.
        Appointment of Co-Trustee or Separate Trustee.

      


      Notwithstanding
        any other provisions of this Agreement, at any time, for the purpose of meeting
        any legal requirements of any jurisdiction in which any part of the Trust
        Fund
        or property securing any Mortgage Note may at the time be located, the Servicer
        and the Trustee acting jointly shall have the power and shall execute and
        deliver all instruments to appoint one or more Persons approved by the Trustee
        to act as co-trustee or co-trustees jointly with the Trustee, or separate
        trustee or separate trustees, of all or any part of the Trust Fund, and to
        vest
        in such Person or Persons, in such capacity and for the benefit of the
        Certificateholders, such title to the Trust Fund, or any part thereof, whichever
        is applicable, and, subject to the other provisions of this Section 8.10,
        such
        powers, duties, obligations, rights and trusts as the Servicer and the Trustee
        may consider necessary or desirable. Any such co-trustee or separate trustee
        shall be subject to the prior written approval of the Servicer. If the Servicer
        shall not have joined in such appointment within 15 days after the receipt
        by it
        of a request to do so, or in the case an Event of Default shall have occurred
        and be continuing, the Trustee alone shall have the power to make such
        appointment. No co-trustee or separate trustee hereunder shall be required
        to
        meet the terms of eligibility as a successor trustee under Section 8.06 and
        no
        notice to Certificateholders of the appointment of any co-trustee or separate
        trustee shall be required under Section 8.08.

      


      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

      Every
        separate trustee and co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:

      


      (i) to
        the
        extent necessary to effectuate the purposes of this Section 8.10, all rights,
        powers, duties and obligations conferred or imposed upon the Trustee, except
        for
        the obligation of the Trustee under this Agreement to advance funds on behalf
        of
        the Servicer, shall be conferred or imposed upon and exercised or performed
        by
        the Trustee and such separate trustee or co-trustee jointly (it being understood
        that such separate trustee or co-trustee is not authorized to act separately
        without the Trustee joining in such act), except to the extent that under
        any
        law of any jurisdiction in which any particular act or acts are to be performed
        (whether as Trustee hereunder or as successor to the Servicer hereunder),
        the
        Trustee shall be incompetent or unqualified to perform such act or acts,
        in
        which event such rights, powers, duties and obligations (including the holding
        of title to the applicable Trust Fund or any portion thereof in any such
        jurisdiction) shall be exercised and performed singly by such separate trustee
        or co-trustee, but solely at the direction of the Trustee;

      


      (ii) no
        trustee hereunder shall be held personally liable by reason of any act or
        omission of any other trustee hereunder and such appointment shall not, and
        shall not be deemed to, constitute any such separate trustee or co-trustee
        as
        agent of the Trustee; 

      


      (iii) the
        Trustee may at any time accept the resignation of or remove any separate
        trustee
        or co-trustee; and

      


      (iv) the
        Servicer, and not the Trustee, shall be liable for the payment of reasonable
        compensation, reimbursement and indemnification to any such separate trustee
        or
        co-trustee.

      


      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the separate trustees and co-trustees, when and as
        effectively as if given to each of them. Every instrument appointing any
        separate trustee or co-trustee shall refer to this Agreement and the conditions
        of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
        of the trusts conferred, shall be vested with the estates or property specified
        in its instrument of appointment, either jointly with the Trustee or separately,
        as may be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee and a copy thereof given
        to the
        Servicer and the Depositor.

      


      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die,
        become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.

      


      SECTION
        8.11.
        Tax
        Matters.

      


      It
        is
        intended that the assets with respect to which any REMIC election is to be
        made,
        as set forth in the Preliminary Statement, shall constitute, and that the
        conduct of matters relating to such assets shall be such as to qualify such
        assets as, one or more “real estate mortgage investment conduits” as defined in
        and in accordance with the REMIC Provisions. In furtherance of such intention,
        the Trustee covenants and agrees that it shall act as agent (and the Trustee
        is
        hereby appointed to act as agent) on behalf of each REMIC created hereunder
        and
        that in such capacity it shall: (a) prepare and file, or cause to be
        prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment
        Conduit Income Tax Returns (Forms 1066 or any successor form adopted by the
        Internal Revenue Service) and prepare and file or cause to be prepared and
        filed
        with the Internal Revenue Service and applicable state or local tax authorities
        income tax or information returns for each taxable year with respect to each
        REMIC created hereunder, containing such information and at the times and
        in the
        manner as may be required by the Code or regulations, rules or procedures
        issued
        under the Code, or state or local tax laws, regulations, or rules, and furnish
        or cause to be furnished to Certificateholders the schedules, statements
        or
        information at such times and in such manner as may be required thereby;
        (b) within thirty days of the Closing Date, furnish or cause to be
        furnished to the Internal Revenue Service, on Forms 8811 or as otherwise
        may be
        required by the Code, the name, title, address, and telephone number of the
        person that the Holders of the Certificates may contact for tax information
        relating thereto, together with such additional information as may be required
        by such Form, and update such information at the time or times in the manner
        required by the Code; (c) make or cause to be made elections that such
        assets be treated as a REMIC on the federal tax return for its first taxable
        year (and, if necessary, under applicable state law); (d) prepare and
        forward, or cause to be prepared and forwarded, to the Certificateholders
        and to
        the Internal Revenue Service and, if necessary, state tax authorities, all
        information returns and reports as and when required to be provided to them
        in
        accordance with the REMIC Provisions, including without limitation, the
        calculation of any original issue discount using the prepayment assumption
        described in the Prospectus Supplement; (e) provide information necessary
        for the computation of tax imposed on the transfer of a Class R Certificate
        to a
        Person that is not a Permitted Transferee, or an agent (including a broker,
        nominee or other middleman) of a non-Permitted Transferee, or a pass-through
        entity in which a non-Permitted Transferee is the record holder of an interest
        (the reasonable cost of computing and furnishing such information may be
        charged
        to the Person liable for such tax); (f) to the extent that they are under
        its control, conduct matters relating to such assets at all times that any
        Certificates are outstanding so as to maintain the REMIC status of each REMIC
        created hereunder under the REMIC Provisions; (g) not knowingly or
        intentionally take any action or omit to take any action that would cause
        the
        termination of the REMIC status of any of the REMICs created hereunder; (h)
        pay,
        from the sources specified in the last paragraph of this Section 8.11, the
        amount of any federal or state tax, including prohibited transaction taxes
        as
        described below, imposed on each REMIC created hereunder prior to its
        termination when and as the same shall be due and payable (but such obligation
        shall not prevent the Trustee or any other appropriate Person from contesting
        any such tax in appropriate proceedings and shall not prevent the Trustee
        from
        withholding payment of such tax, if permitted by law, pending the outcome
        of
        such proceedings); (i) ensure that federal, state or local income tax or
        information returns shall be signed by the Trustee or such other person as
        may
        be required to sign such returns by the Code or state or local laws, regulations
        or rules; (j) maintain records relating to each REMIC created hereunder,
        including, but not limited to, the income, expenses, assets, and liabilities
        thereof and the fair market value and adjusted basis of the assets determined
        at
        such intervals as may be required by the Code, as may be necessary to prepare
        the foregoing returns, schedules, statements or information; and (k) as and
        when
        necessary and appropriate, represent each REMIC created hereunder in any
        administrative or judicial proceedings relating to an examination or audit
        by
        any governmental taxing authority, request an administrative adjustment as
        to
        any taxable year of each REMIC created hereunder, enter into settlement
        agreements with any governmental taxing agency, extend any statute of
        limitations relating to any tax item of each REMIC created hereunder, and
        otherwise act on behalf of each REMIC created hereunder in relation to any
        tax
        matter or controversy involving it.

      


      
        
          
          

        

        
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      In
        order
        to enable the Trustee to perform its duties as set forth herein, the Depositor
        shall provide, or cause to be provided, to the Trustee within ten (10) days
        after the Closing Date all information or data that the Trustee requests
        in
        writing and determines to be relevant for tax purposes to the valuations
        and
        offering prices of the Certificates, including, without limitation, the price,
        yield, prepayment assumption and projected cash flows of the Certificates
        and
        the Loans. Thereafter, the Depositor shall provide to the Trustee promptly
        upon
        written request therefor, any such additional information or data that the
        Trustee may, from time to time, reasonably request to enable the Trustee
        to
        perform its duties as set forth herein. The Depositor hereby indemnifies
        the
        Trustee for any losses, liabilities, damages, claims or expenses of the Trustee
        arising from any errors or miscalculations of the Trustee that result from
        any
        failure of the Depositor to provide, or to cause to be provided, accurate
        information or data to the Trustee on a timely basis.

      


      
        
          
          

        

        
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      If
        any
        tax is imposed on “prohibited transactions” of any REMIC created hereunder as
        defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure
        property” of any REMIC created hereunder as defined in Section 860G(c) of the
        Code, on any contribution to any REMIC created hereunder after the Startup
        Day
        pursuant to Section 860G(d) of the Code, or any other tax is imposed, if
        not
        paid as otherwise provided for herein, such tax and all other related costs
        shall be paid by (i) the Trustee, if such tax arises out of or results from
        a
        breach by the Trustee of any of its obligations under this Agreement, (ii)
        the
        Servicer, or if such tax arises out of or results from a breach by the Servicer
        or a Seller of any of their obligations under this Agreement, (iii) the Sellers,
        if any tax arises out of or results from any Seller’s obligation to repurchase a
        Loan pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or if the
        Trustee, the Servicer or a Seller fails to honor its obligations under the
        preceding clause (i),(ii) or (iii), such tax will be paid with amounts otherwise
        to be distributed to the Certificateholders, as provided in Section
        3.08(b).

      


      SECTION
        8.12.
        Periodic Filings.

      


      The
        Depositor shall prepare, execute and file all periodic reports required under
        the Exchange Act. In connection with the preparation and filing of such periodic
        reports, the Servicer shall timely provide to the Depositor all material
        information available to it which is required to be included in such reports
        and
        not known to it to be in the possession of the Depositor and such other
        information as the Depositor reasonably may request from it and otherwise
        reasonably shall cooperate with the Depositor. The Depositor shall have no
        liability with respect to any failure to properly prepare or file such periodic
        reports resulting from or relating to the Depositor’s inability or failure to
        obtain any information not resulting from its own gross negligence or willful
        misconduct. The Servicer and the Trustee shall reasonably cooperate with
        the
        Depositor to enable the Depositor to satisfy its reporting requirements under
        the Exchange Act and its obligations under Regulation AB.

      


      SECTION
        8.13.
        Appointment of Custodians.

      


      The
        Trustee may, with the consent of the Servicer, appoint one or more custodians
        (each, a “Custodian”)
        to
        hold all or a portion of the Trustee’s Mortgage Files as agent for the Trustee,
        by entering into a custodial agreement (“Custodial
        Agreement”).
        The
        Trustee agrees to comply with the terms of each Custodial Agreement and to
        enforce the terms and provisions thereof against the Custodian for the benefit
        of the Certificateholders. The Trustee shall be liable for the fees of any
        Custodian appointed hereunder. Each Custodian shall be a depository institution
        subject to supervision by federal or state authority and shall be qualified
        to
        do business in the jurisdiction in which it holds any Trustee’s Mortgage File.
        In the event that the Trustee appoints a Custodian, it shall cause the Custodial
        Agreement to include a provision pursuant to which the Custodian agrees to
        deliver any attestations, certificates or reports or other information required
        for the Depositor to comply with Regulation AB.

      


      SECTION
        8.14.
        Trustee
        May Enforce Claims Without Possession of Certificates.

      


      All
        rights of action and claims under this Agreement or the Certificates may
        be
        prosecuted and enforced by the Trustee without the possession of any of the
        Certificates or the production thereof in any proceeding relating thereto,
        any
        such proceeding instituted by the Trustee shall be brought in its own name
        or in
        its capacity as Trustee. Any recovery of judgment shall, after provision
        for the
        payment of the reasonable compensation, expenses, disbursements and advances
        of
        the Trustee, its agents and counsel, be for the ratable benefit of the
        Certificateholders in respect of which such judgment has been
        recovered.

      


      
        
          
          

        

        
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      The
        Trustee shall afford the Sellers, the Depositor, the Servicer and each
        Certificateholder, upon reasonable notice during normal business hours, access
        to all records maintained by the Trustee in respect of its duties hereunder
        and
        reasonable access to officers of the Trustee responsible for performing such
        duties, or such other employees who can provide the information required.
        Upon
        request, the Trustee shall furnish the Sellers, the Depositor, the Servicer
        and
        each Certificateholder with its most recent financial statements. The Trustee
        shall cooperate fully with the Sellers, the Servicer, the Depositor and such
        Certificateholder and shall make available to the Sellers, the Servicer,
        the
        Depositor and such Certificateholder for review and copying at the expense
        of
        the party requesting such copies, such books, documents or records as may
        be
        requested with respect to the Trustee’s duties hereunder. The Sellers, the
        Depositor, the Servicer and the Certificateholders shall not have any
        responsibility or liability for any action or failure to act by the Trustee
        and
        are not obligated to supervise the performance of the Trustee under this
        Agreement or otherwise.

      


      SECTION
        8.15.
        Suits
        for Enforcement.

      


      In
        case
        an Event of Default or other default by the Servicer hereunder shall occur
        and
        be continuing, the Trustee, in its discretion, may proceed to protect and
        enforce its rights and the rights of the Certificateholders under this Agreement
        by a suit, action or proceeding in equity or at law or otherwise, whether
        for
        the specific performance of any covenant or agreement contained in this
        Agreement or in aid of the execution of any power granted in this Agreement
        or
        for the enforcement of any other legal, equitable or other remedy, as the
        Trustee, being advised by counsel, shall deem most effectual to protect and
        enforce any of the rights of the Trustee or the Certificateholders.

      


      SECTION
        8.16.
        Trustee’s Annual Servicing Statement; Independent Public Accountants’
Attestation. 

      


      (a) The
        Trustee shall deliver to the Depositor and the Servicer, not later than March
        15
        of each calendar year in which the Depositor is required to file an annual
        report on Form 10-K with respect to the Trust Fund, commencing with the calendar
        year following the calendar year in which the Closing Date occurs, a report
        regarding the Trustee’s assessment of its compliance with the Servicing
        Criteria, which assessment of compliance shall, at a minimum, address the
        criteria identified as applicable on Exhibit N attached hereto (as the same
        may
        be amended from time to time). Copies of such report shall be provided by
        the
        Servicer to any Certificateholder, without charge, upon the written request
        of
        such Certificateholder, provided such report is delivered by the Trustee
        to the
        Servicer. Such report shall contain the following statements (which statements
        shall be based on the activities the Trustee performs with respect to
        asset-backed securities transactions taken as a whole involving the Trustee
        that
        are backed by the same asset type as the Loans):

      


      (i) a
        statement by the Trustee of its responsibility for assessing compliance with
        the
        Servicing Criteria applicable to the Trustee;

      


      (ii) a
        statement by the Trustee that it used the Servicing Criteria to assess
        compliance with the Servicing Criteria applicable to the Trustee;

       

      (iii) a
        statement by the Trustee as to which of the Servicing Criteria, if any, are
        not
        applicable to the Trustee;

      


      (iv) a
        statement by the Trustee assessing the Trustee’s compliance with the applicable
        Servicing Criteria as of the last day of the immediately preceding calendar
        year
        and covering the period of the preceding calendar year, which shall disclose
        any
        material instance of noncompliance with respect thereto; and

      


      
        
          
          

        

        
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      (v) a
        statement by the Trustee that a registered public accounting firm has issued
        an
        attestation report on the Trustee’s assessment of compliance with the applicable
        Servicing Criteria as of the last day of the immediately preceding calendar
        year
        and covering the period of the preceding calendar year.

      


      (b) Not
        later
        than March 15 of each calendar year in which the Depositor is required to
        file
        an annual report on Form 10-K with respect to the Trust Fund, commencing
        with
        the calendar year following the calendar year in which the Closing Date occurs,
        the Trustee, at its expense, shall cause a registered public accounting firm
        which is a member of the American Institute of Certified Public Accountants
        to
        furnish to the Depositor and the Servicer a report by such accounting firm
        that
        attests to, and reports on, the assessment made by the Trustee pursuant to
        Section 8.16(a) hereof, meeting the requirements of Item 1122(b) of Regulation
        AB. Such attestation shall be in accordance with the Exchange Act and Regulation
        S-X under the Securities Act. Copies of such report shall be provided by
        the
        Servicer to any Certificateholder, without charge, upon the written request
        of
        such Certificateholder, provided such report is delivered by the Trustee
        to the
        Servicer.

      


      SECTION
        8.17.
        Engagement by Trustee of Affiliates or Third Parties.

      


      Notwithstanding
        anything herein to the contrary, for so long as the Depositor is subject
        to
        Exchange Act reporting with respect to the Trust Fund:

      


      to
        the
        extent the Trustee engages any affiliate or third party, in connection with
        the
        performance of any of its material duties under this Agreement (including,
        without limitation, any co-trustee or separate trustee pursuant to Section
        8.10
        hereof), the Trustee shall immediately notify the Depositor in writing of
        such
        engagement. To the extent the Depositor notifies the Trustee that it has
        determined that such affiliates or third parties are participating in the
        servicing function with respect to the Loans, within the meaning of Item
        1122 of
        Regulation AB, the Trustee shall cause such affiliates or third parties to
        prepare a separate annual assessment and attestation report, as contemplated
        by
        Section 8.16 of this Agreement, and deliver such report to the Trustee as
        set
        forth in Section 8.16 of this Agreement. In addition, to the extent the Trustee
        or such affiliate or third parties meet the criteria in Item 1108(a)(2)(i),
        (ii)
        or (iii) of Regulation AB and the Depositor notifies the Trustee that it
        has
        determined that the Trustee or such affiliate or third parties would be a
        “servicer” within the meaning of Item 1101 of Regulation AB, the Trustee shall,
        and shall cause such affiliate or third parties to, prepare a separate annual
        compliance statement as contemplated by Section 3.15 of this Agreement and
        deliver such statement to the Depositor as set forth in Section 3.15 of this
        Agreement. Furthermore, if the Trustee or such affiliate or third parties
        meet
        the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB and the
        Depositor determines that the Trustee or such affiliate or third parties
        would
        be a “servicer” within the meaning of Item 1101 of Regulation AB, the Trustee
        shall cause such affiliate or third parties to provide the Depositor the
        information required by Item 1108(b) and 1108(c) of Regulation AB within
        two (2)
        Business Days following such engagement.

      


      SECTION
        8.18. Representations and Warranties of the Trustee.

      


      The
        Trustee hereby represent and warrants to the Depositor and the Servicer,
        as of
        the date of the Preliminary Prospectus Supplement, the Prospectus Supplement
        and
        the Closing Date that: 

      


      (a) there
        are
        no material
        pending legal or other proceedings against the Trustee, that, individually
        or in
        the aggregate, would have a material adverse impact on the
        Certificateholders;
        and


      


      (b)
         there
        are
        no affiliations, relationships or transactions relating to the Trustee and
        the
        Depositor, the Servicer, the Sellers, the Underwriter, the Cap Counterparty
        or
        the Swap Counterparty of a type described in Item 1119 of Regulation AB that
        has
        not been disclosed in the Prospectus Supplement.

      


      
        
          
          

        

        
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      ARTICLE
        IX

      TERMINATION

      


      SECTION
        9.01.
        Termination upon Liquidation or Purchase of all Loans.

      


      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Servicer and the Trustee created hereby with respect to the Trust Fund shall
        terminate upon the earlier of (a) the purchase by the Servicer of all Loans
        (and
        REO Properties) remaining in the Trust Fund at a price equal to the sum of
        (i)
        100% of the Stated Principal Balance of each Loan plus accrued and unpaid
        interest thereon at the applicable Mortgage Rate and (ii) 100% of the
        Stated Principal Balance of each Loan related to any REO Property plus accrued
        and unpaid interest thereon at the applicable Mortgage Rate (the “Termination
        Price”);
        provided,
        however,
        that in
        no event shall the Termination Price be less than (1) with respect to the
        Offered Certificates, 100% of their then outstanding principal balance, (2)
        with
        respect to the Offered Certificates, any accrued and unpaid interest thereon
        at
        the applicable Pass-Through Rate (including any Class Unpaid Interest Amounts),
        (3) with respect to the Offered Certificates, any accrued and unpaid Net
        WAC Cap Carryover as of such Distribution Date, and (4) with respect to the
        Offered Certificates, any Swap Termination Payment payable to the Swap
        Counterparty then remaining unpaid or which becomes due to the Swap Counterparty
        as a result of the exercise of the Optional Termination or (b) the later
        of (i)
        the maturity or other liquidation of the last Loan remaining in the Trust
        Fund
        (or any Advance with respect thereto) and the disposition of all REO Property
        and (ii) the distribution to Certificateholders of all amounts required to
        be
        distributed to them pursuant to this Agreement. In no event shall the trusts
        created hereby continue beyond the earlier of (i) the expiration of 21 years
        from the death of the survivor of the descendants of Joseph P. Kennedy, the
        late
        Ambassador of the United States to the Court of St. James, living on the
        date
        hereof or (ii) the Latest Possible Maturity Date. The right to purchase all
        Loans and REO Properties pursuant to clause (a) above shall be conditioned
        upon
        the Pool Principal Balance, at the time of any such repurchase, aggregating
        less
        than ten percent (10%) of the Cut-off Date Pool Principal Balance. If the
        Servicer elects to exercise its purchase right pursuant to clause
        (a) above, the Servicer’s right to reimbursement from the Trust Fund for
        any Advances previously made on the Loans being purchased shall terminate
        as of
        the date the purchase of the Loans and REO Properties is completed.


      


      SECTION
        9.02.
        Final
        Distribution on the Certificates.

      


      If
        on any
        Determination Date, the Servicer determines that there are no Outstanding
        Loans
        and no other funds or assets in the Trust Fund other than the funds in the
        Certificate Account, the Servicer shall direct the Trustee in writing promptly
        to send a final distribution notice to each Certificateholder. If the Servicer
        elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01,
        at
        least 20 days prior to the date notice is to be mailed to the affected
        Certificateholders, the Servicer shall notify in writing the Depositor, the
        Trustee, the Swap Counterparty and Cap Counterparty of the date the Servicer
        intends to terminate the Trust Fund and of the applicable repurchase price
        of
        the Loans and REO Properties; provided,
        however,
        that
        such notice shall only be required to be delivered to the Swap Counterparty
        and
        the Cap Counterparty if the Termination Date (as defined in the Swap Agreement
        and Cap Agreement, respectively) has not yet occurred.

      


      Notice
        of
        any termination of the Trust Fund, specifying the Distribution Date on which
        Certificateholders may surrender their Certificates for payment of the final
        distribution and cancellation, shall be given promptly by the Trustee by
        letter
        to Certificateholders mailed not earlier than the 10th day and not later
        than
        the 15th day of the month next preceding the month of such final distribution.
        Any such notice shall specify (a) the Distribution Date upon which final
        distribution on the Certificates will be made upon presentation and surrender
        of
        Certificates at the office therein designated, (b) the amount of principal
        to be
        included in such final distribution, (c) the location of the office or agency
        at
        which such presentation and surrender must be made, and (d) that the Record
        Date
        otherwise applicable to such Distribution Date is not applicable, distributions
        being made only upon presentation and surrender of the Certificates at the
        office therein specified. The Servicer will give such notice to each Rating
        Agency at the time such notice is given to Certificateholders.

      


      
        
          
          

        

        
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      In
        the
        event such notice is given, the Servicer shall cause all funds in the
        Certificate Account to be remitted to the Trustee for deposit in the
        Distribution Account on the Business Day prior to the applicable Distribution
        Date in an amount equal to the final distribution in respect of the
        Certificates. Upon such final deposit with respect to the Trust Fund and
        the
        receipt by the Trustee of a Request for Release therefor, the Trustee shall
        promptly release to the Servicer the Mortgage Files for the Loans.

      


      Upon
        presentation and surrender of the Certificates, the Trustee shall cause to
        be
        distributed to Certificateholders of each Class, in the order set forth in
        Section 4.02 hereof, on the final Distribution Date and in proportion to
        their
        respective Percentage Interests, with respect to Certificateholders of the
        same
        Class, an amount equal to (i) as to the Offered Certificates, the Class
        Certificate Balance of each Class thereof plus accrued interest thereon and
        (ii)
        as to the Class R Certificates, the amount, if any, which remains on deposit
        in
        the Distribution Account (other than the amounts retained to meet claims)
        after
        application pursuant to clause (i) above.

      


      In
        the
        event that any affected Certificateholders shall not surrender Certificates
        for
        cancellation within six months after the date specified in the above mentioned
        written notice, the Trustee shall give a second written notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto. If within six months after the
        second notice all the applicable Certificates shall not have been surrendered
        for cancellation, the Trustee may take appropriate steps, or may appoint
        an
        agent to take appropriate steps, to contact the remaining Certificateholders
        concerning surrender of their Certificates, and the cost thereof shall be
        paid
        out of the funds and other assets which remain a part of the Trust Fund,
        on a
        pro-rata basis among the remaining Certificateholders. If within one year
        after
        the second notice all Certificates shall not have been surrendered for
        cancellation, the Class R Certificateholders shall be entitled to all unclaimed
        funds and other assets of the Trust Fund which remain subject
        hereto.

      


      SECTION
        9.03.
        Additional Termination Requirements.

      


      (a) In
        the
        event the Servicer exercises its purchase option as provided in Section 9.01,
        the Trust Fund shall be terminated in accordance with the following additional
        requirements, unless the Trustee has been supplied with an Opinion of Counsel,
        at the expense of the Servicer, to the effect that the failure to comply
        with
        the requirements of this Section 9.03 will not (i) result in the imposition
        of
        taxes on “prohibited transactions” on any REMIC created hereunder as defined in
        section 860F of the Code, or (ii) cause any REMIC created hereunder to fail
        to
        qualify as a REMIC at any time that any Certificates are
        outstanding:

      


      (1) Within
        90
        days prior to the final Distribution Date set forth in the notice given by
        the
        Servicer under Section 9.02, the Servicer shall prepare and the Trustee,
        at the
        expense of the Tax Matters Person, shall adopt a plan of complete liquidation
        within the meaning of section 860F(a)(4) of the Code which, as evidenced
        by an
        Opinion of Counsel (which opinion shall not be an expense of the Trustee
        or the
        Tax Matters Person), meets the requirements of a qualified liquidation;
        and

      


      (2) Within
        90
        days after the time of adoption of such a plan of complete liquidation, the
        Trustee shall sell all of the assets of the Trust Fund to the Servicer for
        cash
        in accordance with Section 9.01.

      


      
        
          
          

        

        
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      (b) The
        Trustee as agent for each REMIC created hereunder hereby agrees to adopt
        and
        sign such a plan of complete liquidation upon the written request of the
        Servicer, and the receipt of the Opinion of Counsel referred to in Section
        9.03(a)(1) and to take such other action in connection therewith as may be
        reasonably requested by the Servicer.

      


      (c) By
        their
        acceptance of the Certificates, the Holders thereof hereby authorize the
        Servicer to prepare and the Trustee to adopt and sign a plan of complete
        liquidation.

      


      ARTICLE
        X

      MISCELLANEOUS
        PROVISIONS

      


      SECTION
        10.01.
        Amendment.

      


      This
        Agreement may be amended from time to time by the Depositor, the Sellers,
        the
        Servicer and the Trustee, without the consent of any of the Certificateholders,
        (a) to cure any ambiguity, (b) to correct or supplement any provisions herein
        which may be defective or inconsistent with any other provisions herein,
        (c) to
        conform this Agreement to the Prospectus Supplement or to facilitate compliance
        with Regulation AB, (d) to make any other revisions relating to matters or
        questions arising under this Agreement, provided that any such revisions
        shall
        not be inconsistent with the provisions of this Agreement or (e) to modify,
        eliminate or add to any of its provisions to such extent as shall be necessary
        or helpful to (i) maintain the qualification of the Trust Fund as one or
        more
        REMICs under the Code or (ii) avoid or minimize the risk of imposition of
        any
        tax on any REMIC; provided
        that,
        (x) in the case of clauses (a) - (d), that amendment will not adversely affect
        in any material respect the interests of any Certificateholders covered by
        this
        Agreement as evidenced either by an Opinion of Counsel to that effect or
        the
        delivery to the Trustee of written notification from each Rating Agency that
        provides, at the request of the Depositor, a rating for the Offered
        Certificates, of the related series to the effect that that amendment or
        supplement will not cause that Rating Agency to lower or withdraw the then
        current rating assigned to those Certificates, and (y) in the case of clause
        (e), the Trustee has received an Opinion of Counsel (which opinion shall
        not be
        an expense of the Trustee or the Trust Fund) to the effect that the amendment
        is
        necessary or helpful to (i) maintain the qualification of the Trust Fund
        as one
        or more REMICs under the Code or (ii) avoid or minimize the risk of imposition
        of any tax on any REMIC, as applicable.

      


      This
        Agreement may also be amended from time to time by the Depositor, the Sellers,
        the Servicer and the Trustee with the consent of the Holders of Percentage
        Interests of at least 66% of each Class of Certificates affected thereby
        for the
        purpose of adding any provisions to or changing in any manner or eliminating
        any
        of the provisions of this Agreement or of modifying in any manner the rights
        of
        the Holders of Certificates; provided,
        however,
        that no
        such amendment shall (a) reduce in any manner the amount of, or delay the
        timing
        of, payments required to be distributed on any Certificate without the consent
        of the Holder of such Certificate or (b) reduce the aforesaid percentages
        of
        Certificates the Holders of which are required to consent to any such amendment,
        without the consent of the Holders of all such Certificates then outstanding.
        

      


      Notwithstanding
        any of the other provisions of this Section 10.01 to the contrary, none of
        the
        Depositor, the Sellers, the Servicer and the Trustee shall enter into any
        amendment to this Section 10.01 or Article I, Section 3A.01, Section 4.02(a),
        Section 4.02(d), Section 4.02(e), Section 4.02(j), Section 9.01(a) or Section
        10.16 of this Agreement, that adversely affects in any material respect the
        rights and interests hereunder of the Swap Counterparty without the prior
        written consent of the Swap Counterparty (which consent will not be unreasonably
        withheld, conditioned or delayed).

      


      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel (which opinion shall not be an expense of the Trustee or the Trust
        Fund)
        to the effect that such amendment will not cause the Trust Fund to fail to
        qualify as one or more REMICs at any time that any Certificates are outstanding.
        Prior to the execution of any amendment to this Agreement, the Trustee shall
        be
        entitled to receive and rely upon an Opinion of Counsel (which opinion shall
        not
        be at the expense of the Trustee or the Trust Fund) stating that the execution
        of such amendment is authorized or permitted by this Agreement. The Trustee
        may,
        but shall not be obligated to, enter into any such amendment that affects
        the
        Trustee’s own rights, duties or immunities under this Agreement.

      


      
        
          
          

        

        
          115

          
            

          

        

        
          
          

        

      

      Promptly
        after the execution of any amendment to this Agreement requiring the consent
        of
        Certificateholders, the Trustee shall furnish written notification of the
        substance or a copy of such amendment to each Certificateholder and each
        Rating
        Agency.

      


      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        to
        approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

      


      SECTION
        10.02.
        Recordation of Agreement; Counterparts.

      


      This
        Agreement is subject to recordation in all appropriate public offices for
        real
        property records in all the counties or other comparable jurisdictions in
        which
        any or all of the properties subject to the Mortgages are situated, and in
        any
        other appropriate public recording office or elsewhere, such recordation
        to be
        effected by the Servicer at its expense, but only upon direction by the Trustee
        accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

      


      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts, taken together, shall constitute one and the same
        instrument.

      


      SECTION
        10.03.
        Governing Law.

      


      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
(OTHER
        THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)
        AND
        THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
        CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
        LAWS.

      


      SECTION
        10.04.
        Intention of Parties.

      


      It
        is the
        express intent of the parties hereto that the conveyance of the Loans by
        the
        Sellers to the Depositor pursuant to Article II of this Agreement be, and
        be
        construed as, an absolute sale thereof to the Depositor. It is, further,
        not the
        intention of the parties that such conveyance be deemed a pledge thereof
        by the
        Sellers to the Depositor to secure a borrowing by the Sellers from the
        Depositor. However, in the event that, notwithstanding the intent of the
        parties, such assets are held to be the property of the Sellers or any one
        of
        them, or if this Agreement is held or deemed to constitute or have created
        a
        loan, lending transaction or an extension of credit by the Depositor to the
        Sellers or any one of them, then and only then (i) this Agreement shall be
        deemed, effective as of May 1, 2007, to be a security agreement within the
        meaning of the Uniform Commercial Code of the State of New York and (ii)
        the
        conveyance by the Sellers to the Depositor provided for in this Agreement
        shall
        be deemed, effective as of May 1, 2007, to be an assignment and a grant by
        the
        Sellers to the Depositor, and each of the Sellers does hereby grant and assign
        to the Depositor, a security interest in, and lien upon, all of the assets
        that
        constitute the Collateral, whether now owned or hereafter acquired.

      


      
        
          
          

        

        
          116

          
            

          

        

        
          
          

        

      

      The
        Sellers, for the benefit of the Depositor, shall, in connection with the
        perfection of the security interest described in the preceding paragraph
        of this
        Section 10.04, deliver to the Depositor on the Closing Date the financing
        statements described in Schedule IV. The Sellers shall also arrange for the
        delivery to the Depositor of any appropriate Uniform Commercial Code
        continuation statements as may be necessary or appropriate to continue the
        perfection of the security interest of the Depositor in the Collateral, whether
        now owned or hereafter acquired. The Sellers, for the benefit of the Depositor,
        shall, to the extent consistent with this Agreement, take such actions as
        may be
        necessary to ensure that, if this Agreement is held or deemed to constitute
        or
        have created a loan, lending transaction or an extension of credit by the
        Depositor to the Sellers or any one of them, then and only then (i) this
        Agreement shall be deemed, effective as of May 1, 2007, to be a security
        agreement within the meaning of the Uniform Commercial Code of the State
        of New
        York and (ii) the conveyance by the Sellers to the Depositor provided for
        in
        this Agreement shall be deemed, effective as of May 1, 2007, to be an assignment
        and a grant by the Sellers to the Depositor, and each of the Sellers does
        hereby
        grant and assign to the Depositor, a security interest in, and lien upon,
        all of
        the assets that constitute the Collateral, whether now owned or hereafter
        acquired, such security interest shall be deemed to be a perfected security
        interest of first priority under applicable law, and will be maintained as
        such
        throughout the term of this Agreement. The Sellers shall arrange for filing
        any
        appropriate Uniform Commercial Code financing statements, continuation
        statements or other appropriate forms, notices or documents in connection
        with
        any security interest granted or assigned to the Depositor. 

      


      The
        Depositor does hereby assign the security interest in and lien on the
        Collateral, whether now owned or hereafter acquired, to the Trustee for the
        benefit of the Certificateholders. The Depositor shall arrange for filing
        of
        such Uniform Commercial Code financing statements as are necessary to effect
        the
        assignment of the security interest and lien to the Trustee for the benefit
        of
        the Certificateholders. 

      


      It
        is the
        express intent of the parties hereto that the conveyance of the Trust Fund
        and
        the External Trust by the Depositor to the Trustee pursuant to Article II
        of
        this Agreement be, and be construed as, an absolute sale thereof to the Trustee.
        It is, further, not the intention of the parties that such conveyance be
        deemed
        a pledge thereof by the Depositor to the Trustee to secure a borrowing by
        the
        Depositor from the Trustee. However, in the event that, notwithstanding the
        intent of the parties, the assets constituting the Trust Fund and the External
        Trust are held to be the property of the Depositor, or if this Agreement
        is held
        or deemed to constitute or have created a loan, lending transaction or an
        extension of credit by the Trustee to the Depositor, then and only then (i)
        this
        Agreement shall be deemed, effective as of May 1, 2007, to be a security
        agreement within the meaning of the Uniform Commercial Code of the State
        of New
        York and (ii) the conveyance by the Depositor to the Trustee provided for
        in
        this Agreement shall be deemed, effective as of May 1, 2007, to be an assignment
        and a grant by the Depositor to the Trustee, and the Depositor does hereby
        grant
        and assign to the Trustee, for the benefit of the Certificateholders, a security
        interest in, and lien upon, all of the assets that constitute the Collateral,
        whether now owned or hereafter acquired.

      


      The
        Depositor, for the benefit of the Trustee and the Certificateholders, shall,
        in
        connection with the perfection of the security interest described in the
        preceding paragraph of this Section 10.04, deliver to the Trustee on the
        Closing
        Date the financing statements described in Schedule V. The Depositor shall
        also
        arrange for the delivery to the Trustee of any appropriate Uniform Commercial
        Code continuation statements as may be necessary or appropriate to continue
        the
        perfection of the security interest of the Trustee in the Trust Fund and
        the
        External Trust, and all of the proceeds thereof, whether now owned or hereafter
        acquired. The Depositor, for the benefit of the Trustee and the
        Certificateholders, shall, to the extent consistent with this Agreement,
        take
        such actions as may be necessary to ensure that, if this Agreement is held
        or
        deemed to constitute or have created a loan, lending transaction or an extension
        of credit by the Trustee to the Depositor, then and only then (i) this Agreement
        shall be deemed, effective as of May 1, 2007, to be a security agreement
        within
        the meaning of the Uniform Commercial Code of the State of New York and (ii)
        the
        conveyance by the Depositor to the Trustee provided for in this Agreement
        shall
        be deemed, effective as of May 1, 2007, to be an assignment and a grant by
        the
        Depositor to the Trustee, and the Depositor does hereby grant and assign
        to the
        Trustee, for the benefit of the Certificateholders, a security interest in,
        and
        lien upon, all of the assets that constitute the Collateral, whether now
        owned
        or hereafter acquired, such security interest shall be deemed to be a perfected
        security interest of first priority under applicable law and will be maintained
        as such throughout the term of this Agreement. The Servicer shall, within
        ten
        (10) days of the Closing Date, present to the appropriate filing offices
        in the
        jurisdictions set forth on Schedules IV and V all of the financing statements
        delivered on the Closing Date by the Sellers to the Depositor, the assignments
        thereof delivered by the Depositor to the Trustee on the Closing Date and
        the
        financing statements delivered by the Depositor to the Trustee on the Closing
        Date. The Servicer shall arrange for filing any appropriate Uniform Commercial
        Code continuation statements or other appropriate forms, notices or documents
        in
        connection with any security interest granted or assigned to the Trustee.
        

      


      
        
          
          

        

        
          117

          
            

          

        

        
          
          

        

      

      SECTION
        10.05.
        Notices.

      


      (a) The
        Trustee shall use its best efforts to promptly provide notice to each Rating
        Agency and the Underwriter with respect to each of the following of which
        it has
        actual knowledge:

      


      1. any
        material change or amendment to this Agreement;

      


      2. the
        occurrence of any Event of Default that has not been cured;

      


      3. the
        resignation or termination of the Servicer or the Trustee and the appointment
        of
        any successor;

      


      4. the
        repurchase or substitution of Loans pursuant to Section 2.03; and

      


      5. the
        final
        payment to Certificateholders.

      


      In
        addition, the Trustee shall promptly furnish to each Rating Agency and the
        Underwriter copies of the following:

      


      1. each
        report to Certificateholders described in Section 4.03;

      


      2. each
        annual statement as to compliance described in Section 3.15;

      


      3. each
        annual independent public accountants’ servicing report described in
        Section 3.16; and

      


      4. any
        notice of a purchase or sale of a Loan pursuant to Section 2.02, 2.03 or
        3.11.

      


      (b) Except
        as
        expressly provided otherwise in this Agreement, all directions, demands and
        notices hereunder shall be in writing and shall be deemed to have been duly
        given when delivered to the following addresses or such other addresses as
        may
        hereafter be furnished in writing to the Servicer and the Trustee: (a) in
        the
        case of the Depositor, Popular ABS, Inc., 103 Springer Building, 3411 Silverside
        Road, Wilmington, Delaware 19810, Attention: Chief Financial Officer, facsimile
        number: (302) 478-3667, (b) in the case of the Servicer, Equity One, Inc.,
        301 Lippincott Drive, Marlton, New Jersey 08053, Attention: Chief Financial
        Officer, facsimile number: (856) 396-2710, (c) in the case of any of the
        Sellers, to that Seller c/o Equity One, Inc., 301 Lippincott Drive, Marlton,
        New
        Jersey 08053, Attention: Chief Financial Officer, facsimile number: (856)
        396-2710, (d)
        in
        the case of the Trustee, Deutsche Bank National Trust Company, 1761 St. Andrew
        Place, Santa Ana, CA 92705, Attention: Trust Administration, Popular ABS
        2007-A,
        facsimile number: (714) 247-6000,
        (e) in
        the case of the Rating Agencies, the address specified therefor in the
        definition corresponding to the name of such Rating Agency, and (f) in the
        case
        of the Underwriter, Deutsche Bank Securities Inc., 60 Wall Street, New York,
        New
        York 10005, Attention: Michael Ciuffo, facsimile number: (212) 797-2030.
        Notices
        to Certificateholders shall be deemed given when mailed, first class postage
        prepaid, to their respective addresses appearing in the Certificate Register.
        Telephonic notice to the Servicer pursuant to Section 7.01 hereof shall be
        deemed to have been duly given when the Trustee has delivered such notice
        via a
        direct, in-person telephone conversation with the Chief Financial Officer
        of the
        Servicer at (856) 396-3684 or such other telephone number as the Servicer
        may
        provide to the Trustee in writing in accordance with the notice provisions
        of
        this Section 10.05(b).

      


      
        
          
          

        

        
          118

          
            

          

        

        
          
          

        

      

      SECTION
        10.06.
        Severability of Provisions.

      


      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

      


      SECTION
        10.07.
        Assignment.

      


      Notwithstanding
        anything to the contrary contained herein, except as provided in Section
        6.02,
        this Agreement may not be assigned by the Servicer without the prior written
        consent of the Trustee and the Depositor.

      


      SECTION
        10.08.
        Limitation on Rights of Certificateholders.

      


      The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or the trust created hereby, nor entitle such Certificateholder’s
        legal representative or heirs to claim an accounting or to take any action
        or
        commence any proceeding in any court for a petition or winding up of the
        trust
        created hereby, or otherwise affect the rights, obligations and liabilities
        of
        the parties hereto or any of them.

      


      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

      


      No
        Certificateholder shall have any right by virtue or by availing itself of
        any
        provisions of this Agreement to institute any suit, action or proceeding
        in
        equity or at law upon or under or with respect to this Agreement, unless
        such
        Holder previously shall have given to the Trustee a written notice of an
        Event
        of Default and of the continuance thereof, as herein provided, and unless
        the
        Holders of Certificates evidencing not less than 25% of the Voting Rights
        evidenced by the Certificates shall also have made written request to the
        Trustee to institute such action, suit or proceeding in its own name as Trustee
        hereunder and shall have offered to the Trustee such reasonable indemnity
        as it
        may require against the costs, expenses, and liabilities to be incurred therein
        or thereby, and the Trustee, for 60 days after its receipt of such notice,
        request and offer of indemnity shall have neglected or refused to institute
        any
        such action, suit or proceeding; it being understood and intended, and being
        expressly covenanted by each Certificateholder with every other
        Certificateholder and the Trustee, that no one or more Holders of Certificates
        shall have any right in any manner whatever by virtue or by availing itself
        or
        themselves of any provisions of this Agreement to affect, disturb or prejudice
        the rights of the Holders of any other of the Certificates, or to obtain
        or seek
        to obtain priority over or preference to any other such Holder or to enforce
        any
        right under this Agreement, except in the manner herein provided and for
        the
        common benefit of all Certificateholders. For the protection and enforcement
        of
        the provisions of this Section 10.08, each and every Certificateholder and
        the
        Trustee shall be entitled to such relief as can be given either at law or
        in
        equity.

      


      
        
          
          

        

        
          119

          
            

          

        

        
          
          

        

      

      SECTION
        10.09.
        Inspection and Audit Rights.

      


      The
        Servicer agrees that, on reasonable prior notice, it will permit and will
        cause
        each Subservicer to permit any representative of the Depositor or the Trustee
        during the Servicer’s normal business hours, to examine all the books of
        account, records, reports and other papers of the Servicer relating to the
        Loans, to make copies and extracts therefrom, to cause such books to be audited
        by independent certified public accountants selected by the Depositor or
        the
        Trustee and to discuss its affairs, finances and accounts relating to the
        Loans
        with its officers, employees and independent public accountants (and by this
        provision the Servicer hereby authorizes said accountants to discuss with
        such
        representative such affairs, finances and accounts), all at such reasonable
        times and as often as may be reasonably requested. Any out-of-pocket expense
        incident to the exercise by the Depositor or the Trustee of any right under
        this
        Section 10.09 shall be borne by the party requesting such inspection; all
        other
        such expenses shall be borne by the Servicer or the related
        Subservicer.

      


      SECTION
        10.10.
        Certificates Nonassessable and Fully Paid.

      


      It
        is the
        intention of the Depositor and the Trustee that the Certificateholders shall
        not
        be personally liable for obligations of the Trust Fund, that the interests
        in
        the Trust Fund represented by the Certificates shall be nonassessable for
        any
        reason whatsoever, and that the Certificates, upon due authentication thereof
        by
        the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
        

      


      SECTION
        10.11.
        The
        Closing.

      


      The
        closing of the transactions contemplated by this Agreement shall occur at
        10:00
        a.m. Philadelphia time on the Closing Date at the Closing Place.

      


      SECTION
        10.12.
        Interpretation.

      


      Unless
        the context of this Agreement clearly requires otherwise, (a) references
        to the
        plural include the singular, the singular the plural, the part the whole,
        (b)
        references to one gender includes all genders, (c) “or” has the inclusive
        meaning frequently identified with the phrase “and/or,” (d) “including” has the
        inclusive meaning frequently identified with the phrase “but not limited to” and
        (e) references to “hereunder,” “hereof” or “herein” relate to this Agreement.
        The section and other headings contained in this Agreement are for reference
        purposes only and shall not control or affect the construction of this Agreement
        or the interpretation thereof in any respect. Section, subsection, schedule
        and
        exhibit references are to this Agreement unless otherwise
        specified.

      


      SECTION
        10.13.
        Material Litigation; Affiliations.

      


      So
        long
        as the Depositor is subject to Exchange Act reporting with respect to the
        Trust
        Fund, on of before the 18th day of each calendar month, or if such day is
        not a
        Business Day, the next succeeding Business Day, the Sellers, the Depositor,
        the
        Trustee and the Servicer shall notify the Depositor and the Trustee of any
        proceedings of the type described in Item 1117 of Regulation AB, together
        with a
        description thereof, that were commenced or terminated in the related Due
        Period. In addition, the Trustee and the Servicer shall notify the Depositor
        and
        the Trustee of any affiliations or relationships that develop following the
        Closing Date between the Depositor, the Trustee or the Servicer and any of
        the
        parties listed in Item 1119 of Regulation AB, together with a description
        thereof, no later than March 15 of any calendar year in which the Depositor
        is
        required to file an annual report on Form 10-K with respect to the Trust
        Fund
        (or such earlier time as may be required under the Exchange Act or Regulation
        AB).

      


      
        
          
          

        

        
          120

          
            

          

        

        
          
          

        

      

      SECTION
        10.14.
        No
        Partnership.

      


      Nothing
        herein contained shall be deemed or construed to create a co-partnership
        or
        joint venture between the parties hereto and the services of the Trustee
        and the
        Servicer shall be rendered as an independent contractor and not as agent
        for the
        Certificateholders. 

      


      SECTION
        10.15.
        Protection of Assets. 

      


      (a) Except
        for transactions and activities entered into in connection with the
        securitization that is the subject of this Agreement, the Trust Fund created
        by
        this Agreement is not authorized and has no power to:

      


      (1)
        borrow money or issue debt;

      (2)
        merge
        with another entity, reorganize, liquidate or sell assets;

      (3)
        engage in any business or activities.

      


      (b) Each
        party to this agreement agrees that it will not file an involuntary bankruptcy
        petition against the Trustee or the Trust Fund or initiate any other form
        of
        insolvency proceeding until the date which is one year and one day after
        the
        date on which the Certificates have been paid finally and in full.

      SECTION
        10.16.
        Execution of Swap Agreement and Cap Agreement. 

       

      The
        Depositor hereby directs the Trustee, in its capacity as trustee on behalf
        of
        the External Trust, to deliver and perform its obligations under, and make
        the
        representations contained in, the Swap Agreement and the Cap Agreement
        (including, without limitation, the representation that “Popular ABS, Inc., is
        (i) a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 52-2029487 and (ii) the Holder of the
        Class X Certificates as of the Effective Date”) on the Closing Date and
        thereafter on behalf of, and for the benefit of, the Certificateholders.
        Furthermore, the Depositor hereby authorizes the Trustee, in its capacity
        as
        trustee on behalf of the External Trust to (x) take direction from the Class
        X
        Certificateholders as specified in the Swap Agreement or the Cap Agreement
        and
        (y) accept any “Firm Offers” as specified in the Swap Agreement or the Cap
        Agreement.

      


      The
        Trustee acknowledges and agrees that at the direction of the Depositor or
        the
        Servicer, it shall initiate a Regulation AB Request (as defined in the Schedule
        to the Swap Agreement and the Schedule to the Cap Agreement) with respect
        to
        such subject matter as the Depositor or the Servicer may determine is necessary
        from time to time. The Trustee shall direct the Swap Counterparty or the
        Cap
        Counterparty, as applicable, to forward any information in response to such
        Regulation AB Request directly to the Depositor and the Servicer, and the
        Trustee shall reasonably cooperate with the Depositor and the Servicer to
        enforce any such Regulation AB Request pursuant to the terms of the Swap
        Agreement or the Cap Agreement, as applicable. 

      


      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      

      The
        Sellers, the Depositor, the Servicer and the Holders of the Offered Certificates
        (by their acceptance of such Certificates) acknowledge and agree that the
        Trustee is executing, delivering and performing its obligations under, and
        making the representations contained in, the Swap Agreement and the Cap
        Agreement, and shall do so solely in its capacity as Trustee of the External
        Trust and not in its individual capacity. 

      


      *        *        *        *        *        *

      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Depositor, the Trustee, each of the Sellers and the
        Servicer have caused their names to be signed hereto by their respective
        officers thereunto duly authorized as of the day and year first above
        written.

      


      
        	
                Deutsche
                  Bank National Trust Company, a 

                banking
                  association organized under the laws of 

                the
                  United States, as Trustee

                 

                 

                By:/s/
                  Amy
                  Stoddard                 
                    

                Name:
                  Amy Stoddard

                Title:
                  Authorized Signer

              	
                POPULAR
                  ABS, INC., a Delaware corporation, as 

                Depositor


                 

                 

                By:/s/
                  Darren
                  Nelson                     
                  

                 Darren
                  Nelson, Senior Vice President

              
	
                 

                By:/s/
                  Barbara
                  Campbell              

                Name:
                  Barbara Campbell

                Title:
                  Vice President

              	
                 

                EQUITY
                  ONE, INC., a Delaware corporation, as a 

                Seller
                  and Servicer

                 

                 

                By:/s/
                  Darren
                  Nelson                     
                  

                Darren
                  Nelson, Senior Vice President

              
	 	
                 

                EQUITY
                  ONE, INCORPORATED, a Pennsylvania 

                corporation,
                  as a Seller

                 

                 

                By:/s/
                  Darren
                  Nelson                     
                  

                Darren
                  Nelson, Senior Vice President

              
	 	
                 

                EQUITY
                  ONE, INC., a Minnesota corporation, as a 

                Seller

                 

                 

                By:/s/
                  Darren
                  Nelson                     
                  

                Darren
                  Nelson, Senior Vice President

              
	 	
                 

                EQUITY
                  ONE CONSUMER LOAN COMPANY, INC., 

                a
                  New Hampshire corporation, as a Seller

                 

                 

                By:/s/
                  Darren
                  Nelson                      
                  

                Darren
                  Nelson, Senior Vice President

              
	 	
                 

                POPULAR
                  FINANCIAL SERVICES, LLC, a Delaware 

                limited
                  liability company, as a Seller

                 

                 

                By:/s/
                  Darren
                  Nelson                     
                  

                Darren
                  Nelson, Senior Vice President

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        I


       

      Loan
        Schedule

       

      SEE
        ATTACHED

       

      
        
           

        

        
          S-I-1

          
            

          

        

        
           

        

      

      

        SCHEDULE
          IIA


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of Equity One-Delaware

         

        Equity
          One-Delaware (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIA
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller.
          Capitalized terms used but not otherwise defined in this Schedule IIA shall
          have
          the meanings ascribed thereto in the Pooling and Servicing Agreement (the
          “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  Seller
                    is duly organized as a Delaware corporation and is validly existing
                    and in
                    good standing under the laws of the State of Delaware and is
                    duly
                    authorized and qualified to transact any and all business contemplated
                    by
                    the Agreement to be conducted by Seller under the laws of each
                    state where
                    a Mortgaged Property is located or is otherwise exempt under
                    applicable
                    law from such qualification or is otherwise not required under
                    applicable
                    law to effect such qualification. 

                


        

         

        
          	
                  (2)

                	
                  Seller
                    has the full corporate power and authority to sell each Loan,
                    and to
                    execute, deliver and perform, and to enter into and consummate
                    the
                    transactions contemplated by the Agreement and has duly authorized
                    by all
                    necessary corporate action on the part of Seller the execution,
                    delivery
                    and performance of the Agreement; and the Agreement, assuming
                    the due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Seller,
                    enforceable against Seller in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive and other forms of equitable relief may be subject
                    to equitable
                    defenses and to the discretion of the court before which any
                    proceeding
                    therefor may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Seller, the sale of
                    the Loans
                    by Seller under the Agreement, the consummation of any other
                    of the
                    transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Seller and will not (a) result in a material breach of any
                    term or
                    provision of the charter or by-laws of Seller or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Seller is a party or by which it may be bound
                    or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Seller of any court, regulatory body, administrative
                    agency
                    or governmental body having jurisdiction over Seller; and Seller
                    is not in
                    breach or violation of any material indenture or other material
                    agreement
                    or instrument, or in violation of any statute, order or regulation
                    of any
                    court, regulatory body, administrative agency or governmental
                    body having
                    jurisdiction over it which breach or violation may materially
                    impair
                    Seller’s ability to perform or meet any of its obligations under the
                    Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Seller’s knowledge, threatened,
                    against Seller that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Seller to
                    sell the Loans or to perform any of its other obligations under
                    the
                    Agreement in accordance with the terms
                    thereof.

                


        

         


        
          
             

          

          
            S-IIA-1

            
              

            

          

          
             

          

        


        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Seller of, or compliance by Seller with, the Agreement or the
                    consummation
                    of the transactions contemplated thereby, or if any such consent,
                    approval, authorization or order is required, Seller has obtained
                    the
                    same.

                


        

         

        
          	
                  (6)

                	
                  Seller
                    intends to treat the conveyance of the Loans to the Depositor
                    as a sale
                    for all legal, accounting and tax purposes.


                


        

         

        
          	
                  (7)

                	
                  Seller
                    is not insolvent nor is Seller aware of any pending insolvency,
                    and Seller
                    will not become insolvent as a result of its sale of the Loans
                    under the
                    Agreement, and Seller’s sale of the Loans to the Depositor under the
                    Agreement will not be made with any intent to hinder, delay or
                    defraud any
                    of its creditors.

                


        

         

        


         

        


         


        
          
             

          

          
            S-IIA-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IIB

        


        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of Equity One-Minnesota

         

        Equity
          One-Minnesota (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIB
          to the
          Depositor and the Trustee as of the Closing Date or, if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller.
          Capitalized terms used but not otherwise defined in this Schedule IIB shall
          have
          the meanings ascribed thereto in the Pooling and Servicing Agreement (the
          “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement” shall be used in this
          Schedule to refer to the Pooling and Servicing Agreement.

         

        
          	
                  (1)

                	
                  Seller
                    is duly organized as a Minnesota corporation and is validly existing
                    and
                    in good standing under the laws of the State of Minnesota and
                    is duly
                    authorized and qualified to transact any and all business contemplated
                    by
                    the Agreement to be conducted by Seller under the laws of each
                    state where
                    a Mortgaged Property is located or is otherwise exempt under
                    applicable
                    law from such qualification or is otherwise not required under
                    applicable
                    law to effect such qualification. 

                


        

         

        
          	
                  (2)

                	
                  Seller
                    has the full corporate power and authority to sell each Loan,
                    and to
                    execute, deliver and perform, and to enter into and consummate
                    the
                    transactions contemplated by the Agreement and has duly authorized
                    by all
                    necessary corporate action on the part of Seller the execution,
                    delivery
                    and performance of the Agreement; and the Agreement, assuming
                    the due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Seller,
                    enforceable against Seller in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive and other forms of equitable relief may be subject
                    to equitable
                    defenses and to the discretion of the court before which any
                    proceeding
                    therefor may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Seller, the sale of
                    the Loans
                    by Seller under the Agreement, the consummation of any other
                    of the
                    transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Seller and will not (a) result in a material breach of any
                    term or
                    provision of the charter or by-laws of Seller or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Seller is a party or by which it may be bound
                    or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Seller of any court, regulatory body, administrative
                    agency
                    or governmental body having jurisdiction over Seller; and Seller
                    is not in
                    breach or violation of any material indenture or other material
                    agreement
                    or instrument, or in violation of any statute, order or regulation
                    of any
                    court, regulatory body, administrative agency or governmental
                    body having
                    jurisdiction over it which breach or violation may materially
                    impair
                    Seller’s ability to perform or meet any of its obligations under the
                    Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Seller’s knowledge, threatened,
                    against Seller that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Seller to
                    sell the Loans or to perform any of its other obligations under
                    the
                    Agreement in accordance with the terms
                    thereof.

                


        

         

        
          
             

          

          
            S-IIB-1

            
              

            

          

          
             

          

        

        


         

        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Seller of, or compliance by Seller with, the Agreement or the
                    consummation
                    of the transactions contemplated thereby, or if any such consent,
                    approval, authorization or order is required, Seller has obtained
                    the
                    same.

                


        

         

        
          	
                  (6)

                	
                  Seller
                    intends to treat the conveyance of the Loans to the Depositor
                    as a sale
                    for all legal, accounting and tax purposes.


                


        

         

        
          	
                  (7)

                	
                  Seller
                    is not insolvent nor is Seller aware of any pending insolvency,
                    and Seller
                    will not become insolvent as a result of its sale of the Loans
                    under the
                    Agreement, and Seller’s sale of the Loans to the Depositor under the
                    Agreement will not be made with any intent to hinder, delay or
                    defraud any
                    of its creditors.

                


        

         


        
          
             

          

          
            S-IIB-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IIC

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of Equity One-New Hampshire

         

        Equity
          One-New Hampshire (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIC
          to the
          Depositor and the Trustee as of the Closing Date or, if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller.
          Capitalized terms used but not otherwise defined in this Schedule IIC shall
          have
          the meanings ascribed thereto in the Pooling and Servicing Agreement (the
          “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement” shall be used in this
          Schedule to refer to the Pooling and Servicing Agreement.

         

        
          	
                  (1)

                	
                  Seller
                    is duly organized as a New Hampshire corporation and is validly
                    existing
                    and in good standing under the laws of the State of New Hampshire
                    and is
                    duly authorized and qualified to transact any and all business
                    contemplated by the Agreement to be conducted by Seller under
                    the laws of
                    each state where a Mortgaged Property is located or is otherwise
                    exempt
                    under applicable law from such qualification or is otherwise
                    not required
                    under applicable law to effect such qualification.
                    

                


        

         

        
          	
                  (2)

                	
                  Seller
                    has the full corporate power and authority to sell each Loan,
                    and to
                    execute, deliver and perform, and to enter into and consummate
                    the
                    transactions contemplated by the Agreement and has duly authorized
                    by all
                    necessary corporate action on the part of Seller the execution,
                    delivery
                    and performance of the Agreement; and the Agreement, assuming
                    the due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Seller,
                    enforceable against Seller in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive and other forms of equitable relief may be subject
                    to equitable
                    defenses and to the discretion of the court before which any
                    proceeding
                    therefor may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Seller, the sale of
                    the Loans
                    by Seller under the Agreement, the consummation of any other
                    of the
                    transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Seller and will not (a) result in a material breach of any
                    term or
                    provision of the charter or by-laws of Seller or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Seller is a party or by which it may be bound
                    or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Seller of any court, regulatory body, administrative
                    agency
                    or governmental body having jurisdiction over Seller; and Seller
                    is not in
                    breach or violation of any material indenture or other material
                    agreement
                    or instrument, or in violation of any statute, order or regulation
                    of any
                    court, regulatory body, administrative agency or governmental
                    body having
                    jurisdiction over it which breach or violation may materially
                    impair
                    Seller’s ability to perform or meet any of its obligations under the
                    Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Seller’s knowledge, threatened,
                    against Seller that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Seller to
                    sell the Loans or to perform any of its other obligations under
                    the
                    Agreement in accordance with the terms
                    thereof.

                


        

         


        
          
             

          

          
            S-IIC-1

            
              

            

          

          
             

          

        


        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Seller of, or compliance by Seller with, the Agreement or the
                    consummation
                    of the transactions contemplated thereby, or if any such consent,
                    approval, authorization or order is required, Seller has obtained
                    the
                    same.

                


        

         

        
          	
                  (6)

                	
                  Seller
                    intends to treat the conveyance of the Loans to the Depositor
                    as a sale
                    for all legal, accounting and tax purposes.


                


        

         

        
          	
                  (7)

                	
                  Seller
                    is not insolvent nor is Seller aware of any pending insolvency,
                    and Seller
                    will not become insolvent as a result of its sale of the Loans
                    under the
                    Agreement, and Seller’s sale of the Loans to the Depositor under the
                    Agreement will not be made with any intent to hinder, delay or
                    defraud any
                    of its creditors.

                


        

         


        
          
             

          

          
            S-IIC-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IID

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of Equity One-Pennsylvania

         

        Equity
          One-Pennsylvania (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IID
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller.
          Capitalized terms used but not otherwise defined in this Schedule IID shall
          have
          the meanings ascribed thereto in the Pooling and Servicing Agreement (the
          “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  Seller
                    is duly organized as a Pennsylvania corporation and is validly
                    existing
                    and in good standing under the laws of the Commonwealth of Pennsylvania
                    and is duly authorized and qualified to transact any and all
                    business
                    contemplated by the Agreement to be conducted by Seller under
                    the laws of
                    each state where a Mortgaged Property is located or is otherwise
                    exempt
                    under applicable law from such qualification or is otherwise
                    not required
                    under applicable law to effect such
                    qualification.

                


        

         

        
          	
                  (2)

                	
                  Seller
                    has the full corporate power and authority to sell each Loan,
                    and to
                    execute, deliver and perform, and to enter into and consummate
                    the
                    transactions contemplated by the Agreement and has duly authorized
                    by all
                    necessary corporate action on the part of Seller the execution,
                    delivery
                    and performance of the Agreement; and the Agreement, assuming
                    the due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Seller,
                    enforceable against Seller in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive and other forms of equitable relief may be subject
                    to equitable
                    defenses and to the discretion of the court before which any
                    proceeding
                    therefor may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Seller, the sale of
                    the Loans
                    by Seller under the Agreement, the consummation of any other
                    of the
                    transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Seller and will not (a) result in a material breach of any
                    term or
                    provision of the charter or by-laws of Seller or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Seller is a party or by which it may be bound
                    or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Seller of any court, regulatory body, administrative
                    agency
                    or governmental body having jurisdiction over Seller; and Seller
                    is not in
                    breach or violation of any material indenture or other material
                    agreement
                    or instrument, or in violation of any statute, order or regulation
                    of any
                    court, regulatory body, administrative agency or governmental
                    body having
                    jurisdiction over it which breach or violation may materially
                    impair
                    Seller’s ability to perform or meet any of its obligations under the
                    Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Seller’s knowledge, threatened,
                    against Seller that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Seller to
                    sell the Loans or to perform any of its other obligations under
                    the
                    Agreement in accordance with the terms
                    thereof.

                


        

         


        
          
             

          

          
            S-IID-1

            
              

            

          

          
             

          

        


        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Seller of, or compliance by Seller with, the Agreement or the
                    consummation
                    of the transactions contemplated thereby, or if any such consent,
                    approval, authorization or order is required, Seller has obtained
                    the
                    same.

                


        

         

        
          	
                  (6)

                	
                  Seller
                    intends to treat the conveyance of the Loans to the Depositor
                    as a sale
                    for all legal, accounting and tax purposes.


                


        

         

        
          	
                  (7)

                	
                  Seller
                    is not insolvent nor is Seller aware of any pending insolvency,
                    and Seller
                    will not become insolvent as a result of its sale of the Loans
                    under the
                    Agreement, and Seller’s sale of the Loans to the Depositor under the
                    Agreement will not be made with any intent to hinder, delay or
                    defraud any
                    of its creditors.

                


        

         

        


         

        


         

        


         


        
          
             

          

          
            S-IID-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IIE


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of Popular Financial

         

        Popular
          Financial (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIE
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller.
          Capitalized terms used but not otherwise defined in this Schedule IIE shall
          have
          the meanings ascribed thereto in the Pooling and Servicing Agreement (the
          “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  Seller
                    is duly formed as a Delaware limited liability company and is
                    validly
                    existing and in good standing under the laws of the State of
                    Delaware and
                    is duly authorized and qualified to transact any and all business
                    contemplated by the Agreement to be conducted by Seller under
                    the laws of
                    each state where a Mortgaged Property is located or is otherwise
                    exempt
                    under applicable law from such qualification or is otherwise
                    not required
                    under applicable law to effect such
                    qualification.

                


        

         

        
          	
                  (2)

                	
                  Seller
                    has the full power and authority to sell each Loan, and to execute,
                    deliver and perform, and to enter into and consummate the transactions
                    contemplated by the Agreement and has duly authorized by all
                    necessary
                    corporate action on the part of Seller the execution, delivery
                    and
                    performance of the Agreement; and the Agreement, assuming the
                    due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Seller,
                    enforceable against Seller in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive and other forms of equitable relief may be subject
                    to equitable
                    defenses and to the discretion of the court before which any
                    proceeding
                    therefor may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Seller, the sale of
                    the Loans
                    by Seller under the Agreement, the consummation of any other
                    of the
                    transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Seller and will not (a) result in a material breach of any
                    term or
                    provision of the operating agreement of Seller or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Seller is a party or by which it may be bound
                    or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Seller of any court, regulatory body, administrative
                    agency
                    or governmental body having jurisdiction over Seller; and Seller
                    is not in
                    breach or violation of any material indenture or other material
                    agreement
                    or instrument, or in violation of any statute, order or regulation
                    of any
                    court, regulatory body, administrative agency or governmental
                    body having
                    jurisdiction over it which breach or violation may materially
                    impair
                    Seller’s ability to perform or meet any of its obligations under the
                    Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Seller’s knowledge, threatened,
                    against Seller that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Seller to
                    sell the Loans or to perform any of its other obligations under
                    the
                    Agreement in accordance with the terms
                    thereof.

                


        

         


        
          
             

          

          
            S-IIE-1

            
              

            

          

          
             

          

        


        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Seller of, or compliance by Seller with, the Agreement or the
                    consummation
                    of the transactions contemplated thereby, or if any such consent,
                    approval, authorization or order is required, Seller has obtained
                    the
                    same.

                


        

         

        
          	
                  (6)

                	
                  Seller
                    intends to treat the conveyance of the Loans to the Depositor
                    as a sale
                    for all legal, accounting and tax purposes.


                


        

         

        
          	
                  (7)

                	
                  Seller
                    is not insolvent nor is Seller aware of any pending insolvency,
                    and Seller
                    will not become insolvent as a result of its sale of the Loans
                    under the
                    Agreement, and Seller’s sale of the Loans to the Depositor under the
                    Agreement will not be made with any intent to hinder, delay or
                    defraud any
                    of its creditors.

                


        

         


        
          
             

          

          
            S-IIE-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IIF


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        RESERVED

         


        
          
             

          

          
            S-IIF-1

            
              

            

          

          
             

          

        



        SCHEDULE
          IIX


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Representations
          and Warranties of the Servicer

         

        Equity
          One-Delaware, in its capacity as Servicer (“Servicer”),
          hereby makes the representations and warranties set forth in this Schedule
          IIX
          to the Depositor and the Trustee as of the Closing Date, or if so specified
          herein, as of the Cut-off Date with respect to the Loans being conveyed
          by the
          Seller(s). Capitalized terms used but not otherwise defined in this Schedule
          IIX
          shall have the meanings ascribed thereto in the Pooling and Servicing Agreement
          (the “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Servicer, the Sellers identified
          therein, Popular ABS, Inc., as depositor, and Deutsche Bank National Trust
          Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  Servicer
                    is duly organized as a Delaware corporation and is validly existing
                    and in
                    good standing under the laws of the State of Delaware. The Servicer
                    or the
                    Subservicer is duly authorized and qualified to transact any
                    and all
                    business contemplated by the Agreement to be conducted by the
                    Servicer or
                    the Subservicer in any state in which a Mortgaged Property is
                    located or
                    is otherwise not required under applicable law to effect such
                    qualification and, in any event, is in compliance with the doing
                    business
                    laws of any such state, to the extent necessary to ensure its
                    ability to
                    service the Loans in accordance with the terms of the Agreement
                    and to
                    perform any of its other obligations under the Agreement in accordance
                    with the terms thereof. 

                


        

         

        
          	
                  (2)

                	
                  Servicer
                    has the full corporate power and authority to service each Loan,
                    and to
                    execute, deliver and perform, and to enter into and consummate
                    the
                    transactions contemplated by the Agreement and has duly authorized
                    by all
                    necessary corporate action on the part of Servicer the execution,
                    delivery
                    and performance of the Agreement; and the Agreement, assuming
                    the due
                    authorization, execution and delivery thereof by the other parties
                    thereto, constitutes a legal, valid and binding obligation of
                    Servicer,
                    enforceable against Servicer in accordance with its terms, except
                    that (a)
                    the enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium, receivership and other similar laws relating to creditors’
                    rights generally and (b) the remedy of specific performance and
                    injunctive
                    and other forms of equitable relief may be subject to equitable
                    defenses
                    and to the discretion of the court before which any proceeding
                    therefor
                    may be brought.

                


        

         

        
          	
                  (3)

                	
                  The
                    execution and delivery of the Agreement by Servicer, the servicing
                    of the
                    Loans by Servicer under the Agreement, the consummation of any
                    other of
                    the transactions contemplated by the Agreement, and the fulfillment
                    of or
                    compliance with the terms thereof are in the ordinary course
                    of business
                    of Servicer and will not (a) result in a material breach of any
                    term or
                    provision of the charter or by-laws of Servicer or (b) materially
                    conflict
                    with, result in a material breach, violation or acceleration
                    of, or result
                    in a material default under, the terms of any other material
                    agreement or
                    instrument to which Servicer is a party or by which it may be
                    bound or (c)
                    constitute a material violation of any statute, order or regulation
                    applicable to Servicer of any court, regulatory body, administrative
                    agency or governmental body having jurisdiction over Servicer;
                    and
                    Servicer is not in breach or violation of any material indenture
                    or other
                    material agreement or instrument, or in violation of any statute,
                    order or
                    regulation of any court, regulatory body, administrative agency
                    or
                    governmental body having jurisdiction over it which breach or
                    violation
                    may materially impair Servicer’s ability to perform or meet any of its
                    obligations under the Agreement.

                


        

         

        
          	
                  (4)

                	
                  No
                    litigation is pending or, to the best of Servicer’s knowledge, threatened,
                    against Servicer that would materially and adversely affect the
                    execution,
                    delivery or enforceability of the Agreement or the ability of
                    Servicer to
                    service the Loans or to perform any of its other obligations
                    under the
                    Agreement in accordance with the terms
                    thereof.

                


        

         


        
          
             

          

          
            S-IIX-1

            
              

            

          

          
             

          

        


        
          	
                  (5)

                	
                  No
                    consent, approval, authorization or order of any court or governmental
                    agency or body is required for the execution, delivery and performance
                    by
                    Servicer of, or compliance by Servicer with, the Agreement or
                    the
                    consummation of the transactions contemplated thereby, or if
                    any such
                    consent, approval, authorization or order is required, Servicer
                    has
                    obtained the same.

                


        

         

        


         


        
          
             

          

          
            S-IIX-2

            
              

            

          

          
             

          

        



        SCHEDULE
          IIIA


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Loan
          Representations and Warranties of Equity One-Delaware

         

        Equity
          One-Delaware (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIIA
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller
          and the
          Mortgages, Mortgage Notes and Mortgaged Properties related thereto. Capitalized
          terms used but not otherwise defined in this Schedule IIIA shall have the
          meanings ascribed thereto in the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  The
                    information set forth on Schedule I to the Agreement with respect
                    to the
                    Loans is true and correct in all material respects as of the
                    Closing
                    Date.

                


        

         

        
          	
                  (2)

                	
                  As
                    of the close of business on April 30, 2007, no Loan was 30 or
                    more days
                    contractually past due (assuming 30 day months).
                    

                


        

         

        
          	
                  (3)

                	
                  None
                    of the Loans are Second Lien Loans.

                


        

         

        
          	
                  (4)

                	
                  No
                    Loan had a Combined Loan-to-Value Ratio at origination in excess
                    of 100%.
                    For purposes of determining the date of origination on which
                    each Loan’s
                    Combined Loan-to-Value Ratio is measured, no Loan has been significantly
                    modified within the meaning of Treasury Regulation 1.860G-2(b)
                    as of the
                    Closing Date.

                


        

         

        
          	
                  (5)

                	
                  Each
                    Mortgage is a valid and enforceable first lien on the referenced
                    Mortgaged
                    Property subject only to (a) the lien of non delinquent current
                    real
                    property taxes and assessments, (b) covenants, conditions and
                    restrictions, rights of way, easements and other matters of public
                    record
                    as of the date of recording of such Mortgage, such exceptions
                    appearing of
                    record being acceptable to mortgage lending institutions generally
                    or
                    specifically reflected in the appraisal, if any, utilized in
                    connection
                    with the origination of the related Loan, and (c) other matters
                    to which
                    like properties are commonly subject which do not materially
                    interfere
                    with the benefits of the security intended to be provided by
                    such
                    Mortgage.

                


        

         

        
          	
                  (6)

                	
                  Immediately
                    prior to the assignment of the Loans to the Depositor, the Seller
                    had good
                    title to, and was the sole owner of, each such Loan free and
                    clear of any
                    pledge, lien, encumbrance or security interest and had full right
                    and
                    authority, subject to no interest or participation of, or agreement
                    with,
                    any other party, to sell and assign the same pursuant to the
                    Agreement.

                


        

         

        
          	
                  (7)

                	
                  To
                    the best of Seller’s knowledge, there is no delinquent tax or assessment
                    lien against any Mortgaged Property.


                


        

         

        
          	
                  (8)

                	
                  There
                    is no valid right of rescission, offset, defense or counterclaim
                    to any
                    Mortgage Note or Mortgage, including the obligation of the Mortgagor
                    to
                    pay the unpaid principal of or interest on such Mortgage
                    Note.

                


        

         

        
          	
                  (9)

                	
                  To
                    the best of Seller’s knowledge, there are no mechanics’ liens or claims
                    for work, labor or material affecting any Mortgaged Property
                    which are or
                    may be a lien prior to, or equal with, the lien of such Mortgage,
                    except
                    those which are insured against by the title insurance policy
                    referred to
                    in item (13) below.

                


        

         


        
          
             

          

          
            S-IIIA-1

            
              

            

          

          
             

          

        


        
          	
                  (10)

                	
                  To
                    the best of the Seller’s knowledge, each Mortgaged Property is free of
                    material damage and in good repair.

                


        

         

        
          	
                  (11)

                	
                  Each
                    Loan at origination complied in all material respects
                    with applicable local, state and federal laws, including, without
                    limitation, usury, equal credit opportunity, real estate settlement
                    procedures, truth-in-lending and disclosure laws, and all applicable
                    predatory and abusive lending laws, and consummation of the transactions
                    contemplated hereby will not involve the violation of any such
                    laws.

                


        

         

        
          	
                  (12)

                	
                  As
                    of the Closing Date, neither the Seller nor any prior holder
                    of any
                    Mortgage has modified the Mortgage in any material respect (except
                    that a
                    Loan may have been modified by a written instrument which has
                    been
                    recorded or submitted for recordation, if necessary, to protect
                    the
                    interests of the Certificateholders and the original or a copy
                    of which
                    has been or shall be delivered to the Trustee); satisfied, canceled
                    or
                    subordinated such Mortgage in whole or in part; released the
                    related
                    Mortgaged Property in whole or in part from the lien of such
                    Mortgage; or
                    executed any instrument of release, cancellation, modification
                    or
                    satisfaction with respect thereto.

                


        

         

        
          	
                  (13)

                	
                  For
                    each Loan that is not a Borrower Retention Loan, a lender’s policy of
                    title insurance together with a condominium endorsement and extended
                    coverage endorsement, if applicable, in an amount at least equal
                    to the
                    Cut-off Date Principal Balance of each such Loan or a commitment
                    (binder)
                    to issue the same was effective on the date of the origination
                    of each
                    Loan, each such policy is valid and remains in full force and
                    effect, and
                    each such policy was issued by a title insurer qualified to do
                    business in
                    the jurisdiction where the related Mortgaged Property is located,
                    which
                    policy insures the Seller and successor owners of indebtedness
                    secured by
                    the related insured Mortgage, as to the applicable priority lien
                    of the
                    Mortgage subject to the exceptions set forth in item (4) above;
                    to the
                    best of the Seller’s knowledge, no claims have been made under such
                    mortgage title insurance policy and no prior holder of the related
                    Mortgage, including the Seller, has done, by act or omission,
                    anything
                    which would impair the coverage of such mortgage title insurance
                    policy.
                    Approximately 47.78% of the Loans (by principal balance) are
                    Borrower
                    Retention Loans.

                


        

         

        
          	
                  (14)

                	
                  To
                    the best of the Seller’s knowledge, all of the improvements which were
                    included for the purpose of determining the appraised value of
                    each
                    Mortgaged Property lie wholly within the boundaries and building
                    restriction lines of such property, and no improvements on adjoining
                    properties encroach upon such Mortgaged
                    Property.

                


        

         

        
          	
                  (15)

                	
                  To
                    the best of the Seller’s knowledge, no improvement located on or being
                    part of any Mortgaged Property is in violation of any applicable
                    zoning
                    law or regulation. To the best of the Seller’s knowledge, all inspections,
                    licenses and certificates required to be made or issued with
                    respect to
                    all occupied portions of such Mortgaged Property and, with respect
                    to the
                    use and occupancy of the same, including but not limited to certificates
                    of occupancy and fire underwriting certificates, have been made
                    or
                    obtained from the appropriate authorities, unless the lack thereof
                    would
                    not have a material adverse effect on the value of such Mortgaged
                    Property, and such Mortgaged Property is lawfully occupied under
                    applicable law.

                


        

         

        
          	
                  (16)

                	
                  Each
                    Mortgage Note and the related Mortgage are genuine, and each
                    is the legal,
                    valid and binding obligation of the maker thereof, enforceable
                    in
                    accordance with its terms and under applicable law, and with
                    respect to
                    each 40/30 Loan, the related Mortgage Note requires that the
                    principal
                    balance thereof be amortized over a term of forty (40) years
                    with a
                    required balloon payment thirty (30) years after origination
                    of such 40/30
                    Loan. To the best of the Seller’s knowledge, all parties to such Mortgage
                    Note and such Mortgage had legal capacity to execute such Mortgage
                    Note
                    and such Mortgage and each such Mortgage Note and Mortgage have
                    been duly
                    and properly executed by such
                    parties.

                


        

         


        
          
             

          

          
            S-IIIA-2

            
              

            

          

          
             

          

        


        
          	
                  (17)

                	
                  The
                    proceeds of each Loan (other than certain amounts escrowed for
                    home
                    improvements) have been fully disbursed and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making, or closing or recording such Loans were
                    paid.

                


        

         

        
          	
                  (18)

                	
                  Each
                    Mortgage contains customary and enforceable provisions which
                    render the
                    rights and remedies of the holder thereof adequate for the realization
                    against the related Mortgaged Property of the benefits of the
                    security,
                    including, (a) in the case of a Mortgage designated as a deed
                    of trust, by
                    trustee’s sale and (b) otherwise by judicial
                    foreclosure.

                


        

         

        
          	
                  (19)

                	
                  With
                    respect to each Mortgage constituting a deed of trust, a trustee,
                    duly
                    qualified under applicable law to serve as such, has been properly
                    designated and currently so serves and is named in such Mortgage,
                    and no
                    fees or expenses are or will become payable by the Certificateholders
                    to
                    the trustee under the deed of trust, except in connection with
                    a trustee’s
                    sale after default by the
                    Mortgagor.

                


        

         

        
          	
                  (20)

                	
                  Each
                    Mortgage Note and each Mortgage is in substantially one of the
                    forms
                    acceptable to FNMA or FHLMC, with such riders as have been acceptable
                    to
                    FNMA or FHLMC, as the case may be.

                


        

         

        
          	
                  (21)

                	
                  The
                    origination, underwriting and collection practices used by the
                    Seller with
                    respect to each Loan have been in all respects legal, prudent
                    and
                    customary in the mortgage lending and servicing
                    business.

                


        

         

        
          	
                  (22)

                	
                  There
                    is no pledged account or other security other than any Escrow
                    Account and
                    real estate securing the Mortgagor’s
                    obligations.

                


        

         

        
          	
                  (23)

                	
                  No
                    Loan has a shared appreciation feature, or other contingent interest
                    feature.

                


        

         

        
          	
                  (24)

                	
                  Each
                    Loan contains a customary “due on sale”
clause.

                


        

         

        
          	
                  (25)

                	
                  To
                    the best of Seller’s knowledge: at the Cut-off Date, the improvements on
                    each Mortgaged Property were covered by a valid and existing
                    hazard
                    insurance policy with a generally acceptable carrier that provides
                    for
                    fire and extended coverage and coverage for such other hazards
                    as are
                    customary in the area where such Mortgaged Property is located
                    in an
                    amount at least equal to the lesser of (a) the maximum insurable
                    value of
                    the improvements on such Mortgaged Property or (b) (i) in the
                    case of a
                    Loan secured by a Mortgage creating a first lien on such Mortgaged
                    Property, the original principal balance of such Loan, or (ii)
                    in the case
                    of a Loan which is subject to a prior loan or prior loans, the
                    combined
                    principal balances of such Loan and the prior loan(s). If such
                    Mortgaged
                    Property is a condominium unit, it is included under the coverage
                    afforded
                    by a blanket policy for the condominium unit. For all Mortgages
                    creating a
                    first lien on the related Mortgaged Property, all such individual
                    insurance policies and all flood policies referred to in item
                    (25) below
                    contain a standard mortgagee clause naming the Seller or the
                    original
                    mortgagee, and its successors in interest, as mortgagee, and
                    the Seller
                    has received no notice that any premiums due and payable thereon
                    have not
                    been paid; the Mortgage obligates the Mortgagor thereunder to
                    maintain all
                    such insurance including flood insurance at the Mortgagor’s cost and
                    expense, and upon the Mortgagor’s failure to do so, authorizes the holder
                    of the Mortgage to obtain and maintain such insurance at the
                    Mortgagor’s
                    cost and expense and to seek reimbursement therefor from the
                    Mortgagor.

                


        

         

        
          	
                  (26)

                	
                  If
                    a Mortgaged Property is in an area identified in the Federal
                    Register by
                    the Federal Emergency Management Agency as having special flood
                    hazards, a
                    flood insurance policy in a form meeting the requirements of
                    the current
                    guidelines of the Flood Insurance Administration was required
                    at closing
                    with respect to such Mortgaged Property with a generally acceptable
                    carrier in an amount representing coverage not less than the
                    least of (a)
                    the original outstanding principal balance of the related Loan,
                    (b) the
                    minimum amount required to compensate for damage or loss on a
                    maximum
                    insurable value basis or (c) the maximum amount of insurance
                    that is
                    available under the Flood Disaster Protection Act of 1973, as
                    amended.

                


        

         


        
          
             

          

          
            S-IIIA-3

            
              

            

          

          
             

          

        


        
          	
                  (27)

                	
                  To
                    the best of Seller’s knowledge, there is no proceeding occurring, pending
                    or threatened for the total or partial condemnation of any Mortgaged
                    Property.

                


        

         

        
          	
                  (28)

                	
                  There
                    is no material monetary default existing under any Mortgage or
                    the related
                    Mortgage Note and, to the best of the Seller’s knowledge, there is no
                    event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or
                    event of acceleration under such Mortgage or related Mortgage
                    Note; and
                    the Seller has not waived any default, breach, violation or event
                    of
                    acceleration.

                


        

         

        
          	
                  (29)

                	
                  Each
                    Mortgaged Property is improved by a one- to four-family residential
                    dwelling including condominium units, which, to the best of Seller’s
                    knowledge, does not include cooperatives or mobile homes and
                    does not
                    constitute other than real property under state
                    law.

                


        

         

        
          	
                  (30)

                	
                  Each
                    Loan is being serviced by the Servicer through the
                    Subservicer.

                


        

         

        
          	
                  (31)

                	
                  Any
                    future advances made prior to the Cut-off Date have been consolidated
                    with
                    the outstanding principal amount secured by the related Mortgage,
                    and the
                    secured principal amount, as consolidated, bears a single interest
                    rate
                    and single repayment term reflected on the related loan schedule.
                    The
                    consolidated principal amount does not exceed the original principal
                    amount of such Loan. No Mortgage Note permits or obligates the
                    Servicer to
                    make future advances to the Mortgagor at the option of the
                    Mortgagor.

                


        

         

        
          	
                  (32)

                	
                  To
                    the best of Seller’s knowledge, all taxes, governmental assessments,
                    insurance premiums, water, sewer and municipal charges, leasehold
                    payments
                    or ground rents which previously became due and owing have been
                    paid,
                    except for items which have been assessed, but are not yet due
                    and
                    payable. Except for (a) payments in the nature of escrow payments,
                    and (b)
                    interest accruing from the date of any Mortgage Note or date
                    of
                    disbursement of the related Mortgage proceeds, whichever is later,
                    to the
                    day which precedes by one month the Due Date of the first installment
                    of
                    principal and interest, including without limitation, taxes and
                    insurance
                    payments, the Servicer has not advanced funds, or induced, solicited
                    or
                    knowingly received any advance of funds by a party other than
                    the
                    Mortgagor, directly or indirectly, for the payment of any amount
                    required
                    by the related Mortgage.

                


        

         

        
          	
                  (33)

                	
                  Each
                    Loan was underwritten in all material respects in accordance
                    with the
                    Seller’s underwriting guidelines as set forth in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (34)

                	
                  An
                    appraisal of each Mortgaged Property that is not a Borrower Retention
                    Loan
                    was obtained from a qualified appraiser, duly appointed by the
                    originator,
                    who had no interest, direct or indirect, in the Mortgaged Property
                    or in
                    any loan made on the security thereof, and whose compensation
                    is not
                    affected by the approval or disapproval of such Loan; such appraisal
                    is in
                    a form acceptable to FNMA and
                    FHLMC.

                


        

         

        
          	
                  (35)

                	
                  No
                    Loan is a graduated payment mortgage loan or a growing equity
                    mortgage
                    loan, and no Loan is subject to a buydown or similar
                    arrangement.

                


        

         

        
          	
                  (36)

                	
                  The
                    Loans were selected from among the outstanding residential mortgage
                    loans
                    in Seller’s portfolio at the Closing Date as to which the representations
                    and warranties made as to such Loans set forth in this Schedule
                    IIIA can
                    be made. Such selection was not made in a manner that would adversely
                    affect the interests of
                    Certificateholders.

                


        

         


        
          
             

          

          
            S-IIIA-4

            
              

            

          

          
             

          

        


        
          	
                  (37)

                	
                  Each
                    Loan has a Due Date in the month of the first Distribution
                    Date.

                


        

         

        
          	
                  (38)

                	
                  Approximately
                    4.60% of the Loans (by principal balance) are Balloon
                    Loans.

                


        

         

        
          	
                  (39)

                	
                  No
                    Loan is subject to negative amortization or deferred interest
                    payments.

                


        

         

        
          	
                  (40)

                	
                  No
                    Mortgagor has requested relief under the Relief
                    Act.

                


        

         

        
          	
                  (41)

                	
                  None
                    of the Loans are retail installment contracts for goods or services
                    or are
                    home improvement loans for goods or services, which would be
                    either
                    “consumer credit contracts” or “purchase money loans” as such terms are
                    defined in 16 C.F.R. §433.1.

                


        

         

        
          	
                  (42)

                	
                  No
                    Mortgagor has or will have a claim or defense against Seller
                    or any
                    assignor or assignee of Seller under any express or implied warranty
                    with
                    respect to goods or services provided in connection with any
                    Loan.

                


        

         

        
          	
                  (43)

                	
                  Each
                    Loan is a “qualified mortgage” for purposes of Section 860G(a)(3) of the
                    Code and Treasury Regulations Section 1.860G-2(a)(1) and
                    (3).

                


        

         

        
          	
                  (44)

                	
                  The
                    Loans, individually and in the aggregate, conform in all material
                    respects
                    to the descriptions thereof in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (45)

                	
                  There
                    exist no deficiencies with respect to escrow deposits and payments,
                    if
                    such are required, for which customary arrangements for repayment
                    thereof
                    have not been made, and no escrow deposits or payments of other
                    charges or
                    payments due the Seller have been capitalized under any Mortgage
                    or
                    related Mortgage Note.

                


        

         

        
          	
                  (46)

                	
                  All
                    Loans calculate interest utilizing the actuarial
                    method.

                


        

         

        
          	
                  (47)

                	
                  None
                    of the Loans are subject to the Home Ownership & Equity Protection Act
                    of 1994. 

                


        

         

        
          	
                  (48)

                	
                  As
                    of the Cut-off Date, the Mortgage Rate relating to each Loan
                    that is an
                    adjustable rate mortgage loan has been adjusted in accordance
                    with the
                    terms of the related Mortgage Note.

                


        

         

        
          	
                  (49)

                	
                  Each
                    Loan at the time it was made complied in all material respects
                    with
                    applicable local, state, and federal laws, including, but not
                    limited to,
                    all applicable predatory and abusive lending
                    laws.

                


        

         

        
          	
                  (50)

                	
                  No
                    Loan is classified and/or defined as (a) a “high cost home,” “covered”
                    (excluding home loans defined as “covered home loans” pursuant to the New
                    Jersey Home Ownership Security Act of 2002 that were originated
                    between
                    November 26, 2003 and July 7, 2004), “high risk home,” or “predatory” loan
                    under any applicable federal, state or local law (or is similarly
                    classified and/or defined using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or
                    fees), or (b) a “High Cost Loan” or “Covered Loan,” as applicable (as such
                    terms are defined in the then current Standard & Poor’s LEVELS®
                    Glossary which is now Version 5.7 Revised, Appendix
                    E).

                


        

         

        
          	
                  (51)

                	
                  No
                    Loan originated on or after October 1, 2002, and before March
                    7, 2003, is
                    secured by property located in the State of Georgia, and no Loan
                    originated on or after March 7, 2003, is a “high cost home loan” as
                    defined under the Georgia Fair Lending
                    Act.

                


        

         


        
          
             

          

          
            S-IIIA-5

            
              

            

          

          
             

          

        


        
          	
                  (52)

                	
                  No
                    Loan secured by property located in the State of Kentucky is
                    a "high-cost
                    home loan" as defined in Kentucky House Bill
                    207.

                


        

         

        
          	
                  (53)

                	
                  No
                    Loan secured by property located in the State of New York (a)
                    had an
                    original principal balance of $300,000 or less and (b) had an
                    application
                    date on or after April 1, 2003, the terms of which loan equal
                    or exceed
                    either the APR or the points and fees threshold for “high-cost home
                    loans,” as defined in Section 6-L of the New York State Banking
                    Law.

                


        

         

        
          	
                  (54)

                	
                  No
                    Loan secured by property located in the State of New Mexico is
                    a
                    "high-cost home loan" as defined in the New Mexico Home Loan
                    Protection
                    Act.

                


        

         

        
          	
                  (55)

                	
                  No
                    Loan secured by property located in the State of New Jersey is
                    a
                    "high-cost home loan" as defined in the New Jersey Home Ownership
                    Security
                    Act of 2002.

                


        

         

        
          	
                  (56)

                	
                  No
                    Loan secured by property located in the State of Illinois is
                    in violation
                    of the provisions of the Illinois Interest
                    Act.

                


        

         

        
          	
                  (57)

                	
                  No
                    Loan secured by property located in the Commonwealth of Massachusetts
                    is a
                    "high cost home mortgage loan" as defined in the Massachusetts
                    Predatory
                    Home Loan Practices Act.

                


        

         

        
          	
                  (58)

                	
                  No
                    Loan secured by property located in the State of Indiana is a
                    "high-cost
                    home loan" as defined in the Indiana
                    High Cost Home Loan Act.

                


        

         

        


         


        
          
             

          

          
            S-IIIA-6

            
              

            

          

          
             

          

        



        SCHEDULE
          IIIB

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Loan
          Representations and Warranties of Equity One-Minnesota

         

        Equity
          One-Minnesota (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIIB
          to the
          Depositor and the Trustee as of the Closing Date or, if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller
          and the
          Mortgages, Mortgage Notes and Mortgaged Properties related thereto. Capitalized
          terms used but not otherwise defined in this Schedule IIIB shall have the
          meanings ascribed thereto in the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement” shall be used in this
          Schedule to refer to the Pooling and Servicing Agreement.

         

        
          	
                  (1)

                	
                  The
                    information set forth on Schedule I to the Agreement with respect
                    to the
                    Loans is true and correct in all material respects as of the
                    Closing
                    Date.

                


        

         

        
          	
                  (2)

                	
                  As
                    of the close of business on April 30, 2007, no Loan was 30 or
                    more days
                    contractually past due (assuming 30 day months).
                    

                


        

         

        
          	
                  (3)

                	
                  None
                    of the Loans are Second Lien Loans.

                


        

         

        
          	
                  (4)

                	
                  No
                    Loan had a Combined Loan-to-Value Ratio at origination in excess
                    of 100%.
                    For purposes of determining the date of origination on which
                    each Loan’s
                    Combined Loan-to-Value Ratio is measured, no Loan has been significantly
                    modified within the meaning of Treasury Regulation 1.860G-2(b)
                    as of the
                    Closing Date.

                


        

         

        
          	
                  (5)

                	
                  Each
                    Mortgage is a valid and enforceable first lien on the referenced
                    Mortgaged
                    Property subject only to (a) the lien of non delinquent current
                    real
                    property taxes and assessments, (b) covenants, conditions and
                    restrictions, rights of way, easements and other matters of public
                    record
                    as of the date of recording of such Mortgage, such exceptions
                    appearing of
                    record being acceptable to mortgage lending institutions generally
                    or
                    specifically reflected in the appraisal, if any, utilized in
                    connection
                    with the origination of the related Loan, and (c) other matters
                    to which
                    like properties are commonly subject which do not materially
                    interfere
                    with the benefits of the security intended to be provided by
                    such
                    Mortgage.

                


        

         

        
          	
                  (6)

                	
                  Immediately
                    prior to the assignment of the Loans to the Depositor, the Seller
                    had good
                    title to, and was the sole owner of, each such Loan free and
                    clear of any
                    pledge, lien, encumbrance or security interest and had full right
                    and
                    authority, subject to no interest or participation of, or agreement
                    with,
                    any other party, to sell and assign the same pursuant to the
                    Agreement.

                


        

         

        
          	
                  (7)

                	
                  To
                    the best of Seller’s knowledge, there is no delinquent tax or assessment
                    lien against any Mortgaged Property.


                


        

         

        
          	
                  (8)

                	
                  There
                    is no valid right of rescission, offset, defense or counterclaim
                    to any
                    Mortgage Note or Mortgage, including the obligation of the Mortgagor
                    to
                    pay the unpaid principal of or interest on such Mortgage
                    Note.

                


        

         

        
          	
                  (9)

                	
                  To
                    the best of Seller’s knowledge, there are no mechanics’ liens or claims
                    for work, labor or material affecting any Mortgaged Property
                    which are or
                    may be a lien prior to, or equal with, the lien of such Mortgage,
                    except
                    those which are insured against by the title insurance policy
                    referred to
                    in item (13) below.

                


        

         


        
          
             

          

          
            S-IIIB-1

            
              

            

          

          
             

          

        


        
          	
                  (10)

                	
                  To
                    the best of the Seller’s knowledge, each Mortgaged Property is free of
                    material damage and in good repair.

                


        

         

        
          	
                  (11)

                	
                  Each
                    Loan at origination complied in all material respects
                    with applicable local, state and federal laws, including, without
                    limitation, usury, equal credit opportunity, real estate settlement
                    procedures, truth-in-lending and disclosure laws, and all applicable
                    predatory and abusive lending laws, and consummation of the transactions
                    contemplated hereby will not involve the violation of any such
                    laws.

                


        

         

        
          	
                  (12)

                	
                  As
                    of the Closing Date, neither the Seller nor any prior holder
                    of any
                    Mortgage has modified the Mortgage in any material respect (except
                    that a
                    Loan may have been modified by a written instrument which has
                    been
                    recorded or submitted for recordation, if necessary, to protect
                    the
                    interests of the Certificateholders and the original or a copy
                    of which
                    has been or shall be delivered to the Trustee); satisfied, canceled
                    or
                    subordinated such Mortgage in whole or in part; released the
                    related
                    Mortgaged Property in whole or in part from the lien of such
                    Mortgage; or
                    executed any instrument of release, cancellation, modification
                    or
                    satisfaction with respect thereto.

                


        

         

        
          	
                  (13)

                	
                  For
                    each Loan that is not a Borrower Retention Loan, a lender’s policy of
                    title insurance together with a condominium endorsement and extended
                    coverage endorsement, if applicable, in an amount at least equal
                    to the
                    Cut-off Date Principal Balance of each such Loan or a commitment
                    (binder)
                    to issue the same was effective on the date of the origination
                    of each
                    Loan, each such policy is valid and remains in full force and
                    effect, and
                    each such policy was issued by a title insurer qualified to do
                    business in
                    the jurisdiction where the related Mortgaged Property is located,
                    which
                    policy insures the Seller and successor owners of indebtedness
                    secured by
                    the related insured Mortgage, as to the applicable priority lien
                    of the
                    Mortgage subject to the exceptions set forth in item (4) above;
                    to the
                    best of the Seller’s knowledge, no claims have been made under such
                    mortgage title insurance policy and no prior holder of the related
                    Mortgage, including the Seller, has done, by act or omission,
                    anything
                    which would impair the coverage of such mortgage title insurance
                    policy.
                    Approximately 55.09% of the Loans (by principal balance) are
                    Borrower
                    Retention Loans.

                


        

         

        
          	
                  (14)

                	
                  To
                    the best of the Seller’s knowledge, all of the improvements which were
                    included for the purpose of determining the appraised value of
                    each
                    Mortgaged Property lie wholly within the boundaries and building
                    restriction lines of such property, and no improvements on adjoining
                    properties encroach upon such Mortgaged
                    Property.

                


        

         

        
          	
                  (15)

                	
                  To
                    the best of the Seller’s knowledge, no improvement located on or being
                    part of any Mortgaged Property is in violation of any applicable
                    zoning
                    law or regulation. To the best of the Seller’s knowledge, all inspections,
                    licenses and certificates required to be made or issued with
                    respect to
                    all occupied portions of such Mortgaged Property and, with respect
                    to the
                    use and occupancy of the same, including but not limited to certificates
                    of occupancy and fire underwriting certificates, have been made
                    or
                    obtained from the appropriate authorities, unless the lack thereof
                    would
                    not have a material adverse effect on the value of such Mortgaged
                    Property, and such Mortgaged Property is lawfully occupied under
                    applicable law.

                


        

         

        
          	
                  (16)

                	
                  Each
                    Mortgage Note and the related Mortgage are genuine, and each
                    is the legal,
                    valid and binding obligation of the maker thereof, enforceable
                    in
                    accordance with its terms and under applicable law, and with
                    respect to
                    each 40/30 Loan, the related Mortgage Note requires that the
                    principal
                    balance thereof be amortized over a term of forty (40) years
                    with a
                    required balloon payment thirty (30) years after origination
                    of such 40/30
                    Loan. To the best of the Seller’s knowledge, all parties to such Mortgage
                    Note and such Mortgage had legal capacity to execute such Mortgage
                    Note
                    and such Mortgage and each such Mortgage Note and Mortgage have
                    been duly
                    and properly executed by such
                    parties.

                


        

         


        
          
             

          

          
            S-IIIB-2

            
              

            

          

          
             

          

        


        
          	
                  (17)

                	
                  The
                    proceeds of each Loan (other than certain amounts escrowed for
                    home
                    improvements) have been fully disbursed and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making, or closing or recording such Loans were
                    paid.

                


        

         

        
          	
                  (18)

                	
                  Each
                    Mortgage contains customary and enforceable provisions which
                    render the
                    rights and remedies of the holder thereof adequate for the realization
                    against the related Mortgaged Property of the benefits of the
                    security,
                    including, (a) in the case of a Mortgage designated as a deed
                    of trust, by
                    trustee’s sale and (b) otherwise by judicial
                    foreclosure.

                


        

         

        
          	
                  (19)

                	
                  With
                    respect to each Mortgage constituting a deed of trust, a trustee,
                    duly
                    qualified under applicable law to serve as such, has been properly
                    designated and currently so serves and is named in such Mortgage,
                    and no
                    fees or expenses are or will become payable by the Certificateholders
                    to
                    the trustee under the deed of trust, except in connection with
                    a trustee’s
                    sale after default by the
                    Mortgagor.

                


        

         

        
          	
                  (20)

                	
                  Each
                    Mortgage Note and each Mortgage is in substantially one of the
                    forms
                    acceptable to FNMA or FHLMC, with such riders as have been acceptable
                    to
                    FNMA or FHLMC, as the case may be.

                


        

         

        
          	
                  (21)

                	
                  The
                    origination, underwriting and collection practices used by the
                    Seller with
                    respect to each Loan have been in all respects legal, prudent
                    and
                    customary in the mortgage lending and servicing
                    business.

                


        

         

        
          	
                  (22)

                	
                  There
                    is no pledged account or other security other than any Escrow
                    Account and
                    real estate securing the Mortgagor’s
                    obligations.

                


        

         

        
          	
                  (23)

                	
                  No
                    Loan has a shared appreciation feature, or other contingent interest
                    feature.

                


        

         

        
          	
                  (24)

                	
                  Each
                    Loan contains a customary “due on sale”
clause.

                


        

         

        
          	
                  (25)

                	
                  To
                    the best of Seller’s knowledge: at the Cut-off Date, the improvements on
                    each Mortgaged Property were covered by a valid and existing
                    hazard
                    insurance policy with a generally acceptable carrier that provides
                    for
                    fire and extended coverage and coverage for such other hazards
                    as are
                    customary in the area where such Mortgaged Property is located
                    in an
                    amount at least equal to the lesser of (a) the maximum insurable
                    value of
                    the improvements on such Mortgaged Property or (b) (i) in the
                    case of a
                    Loan secured by a Mortgage creating a first lien on such Mortgaged
                    Property, the original principal balance of such Loan, or (ii)
                    in the case
                    of a Loan which is subject to a prior loan or prior loans, the
                    combined
                    principal balances of such Loan and the prior loan(s). If such
                    Mortgaged
                    Property is a condominium unit, it is included under the coverage
                    afforded
                    by a blanket policy for the condominium unit. For all Mortgages
                    creating a
                    first lien on the related Mortgaged Property, all such individual
                    insurance policies and all flood policies referred to in item
                    (25) below
                    contain a standard mortgagee clause naming the Seller or the
                    original
                    mortgagee, and its successors in interest, as mortgagee, and
                    the Seller
                    has received no notice that any premiums due and payable thereon
                    have not
                    been paid; the Mortgage obligates the Mortgagor thereunder to
                    maintain all
                    such insurance including flood insurance at the Mortgagor’s cost and
                    expense, and upon the Mortgagor’s failure to do so, authorizes the holder
                    of the Mortgage to obtain and maintain such insurance at the
                    Mortgagor’s
                    cost and expense and to seek reimbursement therefor from the
                    Mortgagor.

                


        

         

        
          	
                  (26)

                	
                  If
                    a Mortgaged Property is in an area identified in the Federal
                    Register by
                    the Federal Emergency Management Agency as having special flood
                    hazards, a
                    flood insurance policy in a form meeting the requirements of
                    the current
                    guidelines of the Flood Insurance Administration was required
                    at closing
                    with respect to such Mortgaged Property with a generally acceptable
                    carrier in an amount representing coverage not less than the
                    least of (a)
                    the original outstanding principal balance of the related Loan,
                    (b) the
                    minimum amount required to compensate for damage or loss on a
                    maximum
                    insurable value basis or (c) the maximum amount of insurance
                    that is
                    available under the Flood Disaster Protection Act of 1973, as
                    amended.

                


        

         


        
          
             

          

          
            S-IIIB-3

            
              

            

          

          
             

          

        


        
          	
                  (27)

                	
                  To
                    the best of Seller’s knowledge, there is no proceeding occurring, pending
                    or threatened for the total or partial condemnation of any Mortgaged
                    Property.

                


        

         

        
          	
                  (28)

                	
                  There
                    is no material monetary default existing under any Mortgage or
                    the related
                    Mortgage Note and, to the best of the Seller’s knowledge, there is no
                    event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or
                    event of acceleration under such Mortgage or related Mortgage
                    Note; and
                    the Seller has not waived any default, breach, violation or event
                    of
                    acceleration.

                


        

         

        
          	
                  (29)

                	
                  Each
                    Mortgaged Property is improved by a one- to four-family residential
                    dwelling including condominium units, which, to the best of Seller’s
                    knowledge, does not include cooperatives or mobile homes and
                    does not
                    constitute other than real property under state
                    law.

                


        

         

        
          	
                  (30)

                	
                  Each
                    Loan is being serviced by the Servicer through the
                    Subservicer.

                


        

         

        
          	
                  (31)

                	
                  Any
                    future advances made prior to the Cut-off Date have been consolidated
                    with
                    the outstanding principal amount secured by the related Mortgage,
                    and the
                    secured principal amount, as consolidated, bears a single interest
                    rate
                    and single repayment term reflected on the related loan schedule.
                    The
                    consolidated principal amount does not exceed the original principal
                    amount of such Loan. No Mortgage Note permits or obligates the
                    Servicer to
                    make future advances to the Mortgagor at the option of the
                    Mortgagor.

                


        

         

        
          	
                  (32)

                	
                  To
                    the best of Seller’s knowledge, all taxes, governmental assessments,
                    insurance premiums, water, sewer and municipal charges, leasehold
                    payments
                    or ground rents which previously became due and owing have been
                    paid,
                    except for items which have been assessed, but are not yet due
                    and
                    payable. Except for (a) payments in the nature of escrow payments,
                    and (b)
                    interest accruing from the date of any Mortgage Note or date
                    of
                    disbursement of the related Mortgage proceeds, whichever is later,
                    to the
                    day which precedes by one month the Due Date of the first installment
                    of
                    principal and interest, including without limitation, taxes and
                    insurance
                    payments, the Servicer has not advanced funds, or induced, solicited
                    or
                    knowingly received any advance of funds by a party other than
                    the
                    Mortgagor, directly or indirectly, for the payment of any amount
                    required
                    by the related Mortgage.

                


        

         

        
          	
                  (33)

                	
                  Each
                    Loan was underwritten in all material respects in accordance
                    with the
                    Seller’s underwriting guidelines as set forth in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (34)

                	
                  An
                    appraisal of each Mortgaged Property that is not a Borrower Retention
                    Loan
                    was obtained from a qualified appraiser, duly appointed by the
                    originator,
                    who had no interest, direct or indirect, in the Mortgaged Property
                    or in
                    any loan made on the security thereof, and whose compensation
                    is not
                    affected by the approval or disapproval of such Loan; such appraisal
                    is in
                    a form acceptable to FNMA and
                    FHLMC.

                


        

         

        
          	
                  (35)

                	
                  No
                    Loan is a graduated payment mortgage loan or a growing equity
                    mortgage
                    loan, and no Loan is subject to a buydown or similar
                    arrangement.

                


        

         

        
          	
                  (36)

                	
                  The
                    Loans were selected from among the outstanding residential mortgage
                    loans
                    in Seller’s portfolio at the Closing Date as to which the representations
                    and warranties made as to such Loans set forth in this Schedule
                    IIIB can
                    be made. Such selection was not made in a manner that would adversely
                    affect the interests of
                    Certificateholders.

                


        

         


        
          
             

          

          
            S-IIIB-4

            
              

            

          

          
             

          

        


        
          	
                  (37)

                	
                  Each
                    Loan has a Due Date in the month of the first Distribution
                    Date.

                


        

         

        
          	
                  (38)

                	
                  Approximately
                    3.28% of the Loans (by principal balance) are Balloon Loans.

                


        

         

        
          	
                  (39)

                	
                  No
                    Loan is subject to negative amortization or deferred interest
                    payments.

                


        

         

        
          	
                  (40)

                	
                  No
                    Mortgagor has requested relief under the Relief
                    Act.

                


        

         

        
          	
                  (41)

                	
                  None
                    of the Loans are retail installment contracts for goods or services
                    or are
                    home improvement loans for goods or services, which would be
                    either
                    “consumer credit contracts” or “purchase money loans” as such terms are
                    defined in 16 C.F.R. §433.1.

                


        

         

        
          	
                  (42)

                	
                  No
                    Mortgagor has or will have a claim or defense against Seller
                    or any
                    assignor or assignee of Seller under any express or implied warranty
                    with
                    respect to goods or services provided in connection with any
                    Loan.

                


        

         

        
          	
                  (43)

                	
                  Each
                    Loan is a “qualified mortgage” for purposes of Section 860G(a)(3) of the
                    Code and Treasury Regulations Section 1.860G-2(a)(1) and
                    (3).

                


        

         

        
          	
                  (44)

                	
                  The
                    Loans, individually and in the aggregate, conform in all material
                    respects
                    to the descriptions thereof in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (45)

                	
                  There
                    exist no deficiencies with respect to escrow deposits and payments,
                    if
                    such are required, for which customary arrangements for repayment
                    thereof
                    have not been made, and no escrow deposits or payments of other
                    charges or
                    payments due the Seller have been capitalized under any Mortgage
                    or
                    related Mortgage Note.

                


        

         

        
          	
                  (46)

                	
                  All
                    Loans calculate interest utilizing the actuarial
                    method.

                


        

         

        
          	
                  (47)

                	
                  None
                    of the Loans are subject to the Home Ownership & Equity Protection Act
                    of 1994. 

                


        

         

        
          	
                  (48)

                	
                  As
                    of the Cut-off Date, the Mortgage Rate relating to each Loan
                    that is an
                    adjustable rate mortgage loan has been adjusted in accordance
                    with the
                    terms of the related Mortgage Note.

                


        

         

        
          	
                  (49)

                	
                  Each
                    Loan at the time it was made complied in all material respects
                    with
                    applicable local, state, and federal laws, including, but not
                    limited to,
                    all applicable predatory and abusive lending
                    laws.

                


        

         

        
          	
                  (50)

                	
                  No
                    Loan is classified and/or defined as (a) a “high cost home,” “covered”
                    (excluding home loans defined as “covered home loans” pursuant to the New
                    Jersey Home Ownership Security Act of 2002 that were originated
                    between
                    November 26, 2003 and July 7, 2004), “high risk home,” or “predatory” loan
                    under any applicable federal, state or local law (or is similarly
                    classified and/or defined using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or
                    fees), or (b) a “High Cost Loan” or “Covered Loan,” as applicable (as such
                    terms are defined in the then current Standard & Poor’s LEVELS®
                    Glossary which is now Version 5.7 Revised, Appendix
                    E).

                


        

         

        
          	
                  (51)

                	
                  No
                    Loan originated on or after October 1, 2002, and before March
                    7, 2003, is
                    secured by property located in the State of Georgia, and no Loan
                    originated on or after March 7, 2003, is a “high cost home loan” as
                    defined under the Georgia Fair Lending
                    Act.

                


        

         


        
          
             

          

          
            S-IIIB-5

            
              

            

          

          
             

          

        


        
          	
                  (52)

                	
                  No
                    Loan secured by property located in the State of Kentucky is
                    a "high-cost
                    home loan" as defined in Kentucky House Bill
                    207.

                


        

         

        
          	
                  (53)

                	
                  No
                    Loan secured by property located in the State of New York (a)
                    had an
                    original principal balance of $300,000 or less and (b) had an
                    application
                    date on or after April 1, 2003, the terms of which loan equal
                    or exceed
                    either the APR or the points and fees threshold for “high-cost home
                    loans,” as defined in Section 6-L of the New York State Banking
                    Law.

                


        

         

        
          	
                  (54)

                	
                  No
                    Loan secured by property located in the State of New Mexico is
                    a
                    "high-cost home loan" as defined in the New Mexico Home Loan
                    Protection
                    Act.

                


        

         

        
          	
                  (55)

                	
                  No
                    Loan secured by property located in the State of New Jersey is
                    a
                    "high-cost home loan" as defined in the New Jersey Home Ownership
                    Security
                    Act of 2002.

                


        

         

        
          	
                  (56)

                	
                  No
                    Loan secured by property located in the State of Illinois is
                    in violation
                    of the provisions of the Illinois Interest
                    Act.

                


        

         

        
          	
                  (57)

                	
                  No
                    Loan secured by property located in the Commonwealth of Massachusetts
                    is a
                    "high cost home mortgage loan" as defined in the Massachusetts
                    Predatory
                    Home Loan Practices Act.

                


        

         

        
          	
                  (58)

                	
                  No
                    Loan secured by property located in the State of Indiana is a
                    "high-cost
                    home loan" as defined in the Indiana
                    High Cost Home Loan Act.

                


        

         

        


         


        
          
             

          

          
            S-IIIB-6

            
              

            

          

          
             

          

        



        SCHEDULE
          IIIC


         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Loan
          Representations and Warranties of Equity One-New Hampshire

         

        Equity
          One-New Hampshire (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIIC
          to the
          Depositor and the Trustee as of the Closing Date or, if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller
          and the
          Mortgages, Mortgage Notes and Mortgaged Properties related thereto. Capitalized
          terms used but not otherwise defined in this Schedule IIIC shall have the
          meanings ascribed thereto in the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement” shall be used in this
          Schedule to refer to the Pooling and Servicing Agreement.

         

        
          	
                  (1)

                	
                  The
                    information set forth on Schedule I to the Agreement with respect
                    to the
                    Loans is true and correct in all material respects as of the
                    Closing
                    Date.

                


        

         

        
          	
                  (2)

                	
                  As
                    of the close of business on April 30, 2007, no Loan was 30 or
                    more days
                    contractually past due (assuming 30 day months).
                    

                


        

         

        
          	
                  (3)

                	
                  None
                    of the Loans are Second Lien Loans.

                


        

         

        
          	
                  (4)

                	
                  No
                    Loan had a Combined Loan-to-Value Ratio at origination in excess
                    of 100%.
                    For purposes of determining the date of origination on which
                    each Loan’s
                    Combined Loan-to-Value Ratio is measured, no Loan has been significantly
                    modified within the meaning of Treasury Regulation 1.860G-2(b)
                    as of the
                    Closing Date.

                


        

         

        
          	
                  (5)

                	
                  Each
                    Mortgage is a valid and enforceable first lien on the referenced
                    Mortgaged
                    Property subject only to (a) the lien of non delinquent current
                    real
                    property taxes and assessments, (b) covenants, conditions and
                    restrictions, rights of way, easements and other matters of public
                    record
                    as of the date of recording of such Mortgage, such exceptions
                    appearing of
                    record being acceptable to mortgage lending institutions generally
                    or
                    specifically reflected in the appraisal, if any, utilized in
                    connection
                    with the origination of the related Loan, and (c) other matters
                    to which
                    like properties are commonly subject which do not materially
                    interfere
                    with the benefits of the security intended to be provided by
                    such
                    Mortgage.

                


        

         

        
          	
                  (6)

                	
                  Immediately
                    prior to the assignment of the Loans to the Depositor, the Seller
                    had good
                    title to, and was the sole owner of, each such Loan free and
                    clear of any
                    pledge, lien, encumbrance or security interest and had full right
                    and
                    authority, subject to no interest or participation of, or agreement
                    with,
                    any other party, to sell and assign the same pursuant to the
                    Agreement.

                


        

         

        
          	
                  (7)

                	
                  To
                    the best of Seller’s knowledge, there is no delinquent tax or assessment
                    lien against any Mortgaged Property.


                


        

         

        
          	
                  (8)

                	
                  There
                    is no valid right of rescission, offset, defense or counterclaim
                    to any
                    Mortgage Note or Mortgage, including the obligation of the Mortgagor
                    to
                    pay the unpaid principal of or interest on such Mortgage
                    Note.

                


        

         

        
          	
                  (9)

                	
                  To
                    the best of Seller’s knowledge, there are no mechanics’ liens or claims
                    for work, labor or material affecting any Mortgaged Property
                    which are or
                    may be a lien prior to, or equal with, the lien of such Mortgage,
                    except
                    those which are insured against by the title insurance policy
                    referred to
                    in item (13) below.

                


        

         


        
          
             

          

          
            S-IIIC-1

            
              

            

          

          
             

          

        


        
          	
                  (10)

                	
                  To
                    the best of the Seller’s knowledge, each Mortgaged Property is free of
                    material damage and in good repair.

                


        

         

        
          	
                  (11)

                	
                  Each
                    Loan at origination complied in all material respects with applicable
                    local, state and federal laws, including, without limitation,
                    usury, equal
                    credit opportunity, real estate settlement procedures, truth-in-lending
                    and disclosure laws, and all applicable predatory and abusive
                    lending
                    laws, and consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such
                    laws.

                


        

         

        
          	
                  (12)

                	
                  As
                    of the Closing Date, neither the Seller nor any prior holder
                    of any
                    Mortgage has modified the Mortgage in any material respect (except
                    that a
                    Loan may have been modified by a written instrument which has
                    been
                    recorded or submitted for recordation, if necessary, to protect
                    the
                    interests of the Certificateholders and the original or a copy
                    of which
                    has been or shall be delivered to the Trustee); satisfied, canceled
                    or
                    subordinated such Mortgage in whole or in part; released the
                    related
                    Mortgaged Property in whole or in part from the lien of such
                    Mortgage; or
                    executed any instrument of release, cancellation, modification
                    or
                    satisfaction with respect thereto.

                


        

         

        
          	
                  (13)

                	
                  For
                    each Loan that is not a Borrower Retention Loan, a lender’s policy of
                    title insurance together with a condominium endorsement and extended
                    coverage endorsement, if applicable, in an amount at least equal
                    to the
                    Cut-off Date Principal Balance of each such Loan or a commitment
                    (binder)
                    to issue the same was effective on the date of the origination
                    of each
                    Loan, each such policy is valid and remains in full force and
                    effect, and
                    each such policy was issued by a title insurer qualified to do
                    business in
                    the jurisdiction where the related Mortgaged Property is located,
                    which
                    policy insures the Seller and successor owners of indebtedness
                    secured by
                    the related insured Mortgage, as to the applicable priority lien
                    of the
                    Mortgage subject to the exceptions set forth in item (4) above;
                    to the
                    best of the Seller’s knowledge, no claims have been made under such
                    mortgage title insurance policy and no prior holder of the related
                    Mortgage, including the Seller, has done, by act or omission,
                    anything
                    which would impair the coverage of such mortgage title insurance
                    policy.
                    Approximately 4.89% of the Loans (by principal balance) are Borrower
                    Retention Loans.

                


        

         

        
          	
                  (14)

                	
                  To
                    the best of the Seller’s knowledge, all of the improvements which were
                    included for the purpose of determining the appraised value of
                    each
                    Mortgaged Property lie wholly within the boundaries and building
                    restriction lines of such property, and no improvements on adjoining
                    properties encroach upon such Mortgaged
                    Property.

                


        

         

        
          	
                  (15)

                	
                  To
                    the best of the Seller’s knowledge, no improvement located on or being
                    part of any Mortgaged Property is in violation of any applicable
                    zoning
                    law or regulation. To the best of the Seller’s knowledge, all inspections,
                    licenses and certificates required to be made or issued with
                    respect to
                    all occupied portions of such Mortgaged Property and, with respect
                    to the
                    use and occupancy of the same, including but not limited to certificates
                    of occupancy and fire underwriting certificates, have been made
                    or
                    obtained from the appropriate authorities, unless the lack thereof
                    would
                    not have a material adverse effect on the value of such Mortgaged
                    Property, and such Mortgaged Property is lawfully occupied under
                    applicable law.

                


        

         

        
          	
                  (16)

                	
                  Each
                    Mortgage Note and the related Mortgage are genuine, and each
                    is the legal,
                    valid and binding obligation of the maker thereof, enforceable
                    in
                    accordance with its terms and under applicable law, and with
                    respect to
                    each 40/30 Loan, the related Mortgage Note requires that the
                    principal
                    balance thereof be amortized over a term of forty (40) years
                    with a
                    required balloon payment thirty (30) years after origination
                    of such 40/30
                    Loan. To the best of the Seller’s knowledge, all parties to such Mortgage
                    Note and such Mortgage had legal capacity to execute such Mortgage
                    Note
                    and such Mortgage and each such Mortgage Note and Mortgage have
                    been duly
                    and properly executed by such
                    parties.

                


        

         


        
          
             

          

          
            S-IIIC-2

            
              

            

          

          
             

          

        


        
          	
                  (17)

                	
                  The
                    proceeds of each Loan (other than certain amounts escrowed for
                    home
                    improvements) have been fully disbursed and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making, or closing or recording such Loans were
                    paid.

                


        

         

        
          	
                  (18)

                	
                  Each
                    Mortgage contains customary and enforceable provisions which
                    render the
                    rights and remedies of the holder thereof adequate for the realization
                    against the related Mortgaged Property of the benefits of the
                    security,
                    including, (a) in the case of a Mortgage designated as a deed
                    of trust, by
                    trustee’s sale and (b) otherwise by judicial
                    foreclosure.

                


        

         

        
          	
                  (19)

                	
                  With
                    respect to each Mortgage constituting a deed of trust, a trustee,
                    duly
                    qualified under applicable law to serve as such, has been properly
                    designated and currently so serves and is named in such Mortgage,
                    and no
                    fees or expenses are or will become payable by the Certificateholders
                    to
                    the trustee under the deed of trust, except in connection with
                    a trustee’s
                    sale after default by the
                    Mortgagor.

                


        

         

        
          	
                  (20)

                	
                  Each
                    Mortgage Note and each Mortgage is in substantially one of the
                    forms
                    acceptable to FNMA or FHLMC, with such riders as have been acceptable
                    to
                    FNMA or FHLMC, as the case may be.

                


        

         

        
          	
                  (21)

                	
                  The
                    origination, underwriting and collection practices used by the
                    Seller with
                    respect to each Loan have been in all respects legal, prudent
                    and
                    customary in the mortgage lending and servicing
                    business.

                


        

         

        
          	
                  (22)

                	
                  There
                    is no pledged account or other security other than any Escrow
                    Account and
                    real estate securing the Mortgagor’s
                    obligations.

                


        

         

        
          	
                  (23)

                	
                  No
                    Loan has a shared appreciation feature, or other contingent interest
                    feature.

                


        

         

        
          	
                  (24)

                	
                  Each
                    Loan contains a customary “due on sale”
clause.

                


        

         

        
          	
                  (25)

                	
                  To
                    the best of Seller’s knowledge: at the Cut-off Date, the improvements on
                    each Mortgaged Property were covered by a valid and existing
                    hazard
                    insurance policy with a generally acceptable carrier that provides
                    for
                    fire and extended coverage and coverage for such other hazards
                    as are
                    customary in the area where such Mortgaged Property is located
                    in an
                    amount at least equal to the lesser of (a) the maximum insurable
                    value of
                    the improvements on such Mortgaged Property or (b) (i) in the
                    case of a
                    Loan secured by a Mortgage creating a first lien on such Mortgaged
                    Property, the original principal balance of such Loan, or (ii)
                    in the case
                    of a Loan which is subject to a prior loan or prior loans, the
                    combined
                    principal balances of such Loan and the prior loan(s). If such
                    Mortgaged
                    Property is a condominium unit, it is included under the coverage
                    afforded
                    by a blanket policy for the condominium unit. For all Mortgages
                    creating a
                    first lien on the related Mortgaged Property, all such individual
                    insurance policies and all flood policies referred to in item
                    (25) below
                    contain a standard mortgagee clause naming the Seller or the
                    original
                    mortgagee, and its successors in interest, as mortgagee, and
                    the Seller
                    has received no notice that any premiums due and payable thereon
                    have not
                    been paid; the Mortgage obligates the Mortgagor thereunder to
                    maintain all
                    such insurance including flood insurance at the Mortgagor’s cost and
                    expense, and upon the Mortgagor’s failure to do so, authorizes the holder
                    of the Mortgage to obtain and maintain such insurance at the
                    Mortgagor’s
                    cost and expense and to seek reimbursement therefor from the
                    Mortgagor.

                


        

         

        
          	
                  (26)

                	
                  If
                    a Mortgaged Property is in an area identified in the Federal
                    Register by
                    the Federal Emergency Management Agency as having special flood
                    hazards, a
                    flood insurance policy in a form meeting the requirements of
                    the current
                    guidelines of the Flood Insurance Administration was required
                    at closing
                    with respect to such Mortgaged Property with a generally acceptable
                    carrier in an amount representing coverage not less than the
                    least of (a)
                    the original outstanding principal balance of the related Loan,
                    (b) the
                    minimum amount required to compensate for damage or loss on a
                    maximum
                    insurable value basis or (c) the maximum amount of insurance
                    that is
                    available under the Flood Disaster Protection Act of 1973, as
                    amended.

                


        

         


        
          
             

          

          
            S-IIIC-3

            
              

            

          

          
             

          

        


        
          	
                  (27)

                	
                  To
                    the best of Seller’s knowledge, there is no proceeding occurring, pending
                    or threatened for the total or partial condemnation of any Mortgaged
                    Property.

                


        

         

        
          	
                  (28)

                	
                  There
                    is no material monetary default existing under any Mortgage or
                    the related
                    Mortgage Note and, to the best of the Seller’s knowledge, there is no
                    event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or
                    event of acceleration under such Mortgage or related Mortgage
                    Note; and
                    the Seller has not waived any default, breach, violation or event
                    of
                    acceleration.

                


        

         

        
          	
                  (29)

                	
                  Each
                    Mortgaged Property is improved by a one- to four-family residential
                    dwelling including condominium units, which, to the best of Seller’s
                    knowledge, does not include cooperatives or mobile homes and
                    does not
                    constitute other than real property under state
                    law.

                


        

         

        
          	
                  (30)

                	
                  Each
                    Loan is being serviced by the Servicer through the
                    Subservicer.

                


        

         

        
          	
                  (31)

                	
                  Any
                    future advances made prior to the Cut-off Date have been consolidated
                    with
                    the outstanding principal amount secured by the related Mortgage,
                    and the
                    secured principal amount, as consolidated, bears a single interest
                    rate
                    and single repayment term reflected on the related loan schedule.
                    The
                    consolidated principal amount does not exceed the original principal
                    amount of such Loan. No Mortgage Note permits or obligates the
                    Servicer to
                    make future advances to the Mortgagor at the option of the
                    Mortgagor.

                


        

         

        
          	
                  (32)

                	
                  To
                    the best of Seller’s knowledge, all taxes, governmental assessments,
                    insurance premiums, water, sewer and municipal charges, leasehold
                    payments
                    or ground rents which previously became due and owing have been
                    paid,
                    except for items which have been assessed, but are not yet due
                    and
                    payable. Except for (a) payments in the nature of escrow payments,
                    and (b)
                    interest accruing from the date of any Mortgage Note or date
                    of
                    disbursement of the related Mortgage proceeds, whichever is later,
                    to the
                    day which precedes by one month the Due Date of the first installment
                    of
                    principal and interest, including without limitation, taxes and
                    insurance
                    payments, the Servicer has not advanced funds, or induced, solicited
                    or
                    knowingly received any advance of funds by a party other than
                    the
                    Mortgagor, directly or indirectly, for the payment of any amount
                    required
                    by the related Mortgage.

                


        

         

        
          	
                  (33)

                	
                  Each
                    Loan was underwritten in all material respects in accordance
                    with the
                    Seller’s underwriting guidelines as set forth in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (34)

                	
                  An
                    appraisal of each Mortgaged Property that is not a Borrower Retention
                    Loan
                    was obtained from a qualified appraiser, duly appointed by the
                    originator,
                    who had no interest, direct or indirect, in the Mortgaged Property
                    or in
                    any loan made on the security thereof, and whose compensation
                    is not
                    affected by the approval or disapproval of such Loan; such appraisal
                    is in
                    a form acceptable to FNMA and
                    FHLMC.

                


        

         

        
          	
                  (35)

                	
                  No
                    Loan is a graduated payment mortgage loan or a growing equity
                    mortgage
                    loan, and no Loan is subject to a buydown or similar
                    arrangement.

                


        

         

        
          	
                  (36)

                	
                  The
                    Loans were selected from among the outstanding residential mortgage
                    loans
                    in Seller’s portfolio at the Closing Date as to which the representations
                    and warranties made as to such Loans set forth in this Schedule
                    IIIC can
                    be made. Such selection was not made in a manner that would adversely
                    affect the interests of
                    Certificateholders.

                


        

         


        
          
             

          

          
            S-IIIC-4

            
              

            

          

          
             

          

        


        
          	
                  (37)

                	
                  Each
                    Loan has a Due Date in the month of the first Distribution
                    Date.

                


        

         

        
          	
                  (38)

                	
                  None
                    of the Loans are Balloon Loans.

                


        

         

        
          	
                  (39)

                	
                  No
                    Loan is subject to negative amortization or deferred interest
                    payments.

                


        

         

        
          	
                  (40)

                	
                  No
                    Mortgagor has requested relief under the Relief
                    Act.

                


        

         

        
          	
                  (41)

                	
                  None
                    of the Loans are retail installment contracts for goods or services
                    or are
                    home improvement loans for goods or services, which would be
                    either
                    “consumer credit contracts” or “purchase money loans” as such terms are
                    defined in 16 C.F.R. §433.1.

                


        

         

        
          	
                  (42)

                	
                  No
                    Mortgagor has or will have a claim or defense against Seller
                    or any
                    assignor or assignee of Seller under any express or implied warranty
                    with
                    respect to goods or services provided in connection with any
                    Loan.

                


        

         

        
          	
                  (43)

                	
                  Each
                    Loan is a “qualified mortgage” for purposes of Section 860G(a)(3) of the
                    Code and Treasury Regulations Section 1.860G-2(a)(1) and
                    (3).

                


        

         

        
          	
                  (44)

                	
                  The
                    Loans, individually and in the aggregate, conform in all material
                    respects
                    to the descriptions thereof in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (45)

                	
                  There
                    exist no deficiencies with respect to escrow deposits and payments,
                    if
                    such are required, for which customary arrangements for repayment
                    thereof
                    have not been made, and no escrow deposits or payments of other
                    charges or
                    payments due the Seller have been capitalized under any Mortgage
                    or
                    related Mortgage Note.

                


        

         

        
          	
                  (46)

                	
                  All
                    Loans calculate interest utilizing the actuarial
                    method.

                


        

         

        
          	
                  (47)

                	
                  None
                    of the Loans are subject to the Home Ownership & Equity Protection Act
                    of 1994. 

                


        

         

        
          	
                  (48)

                	
                  As
                    of the Cut-off Date, the Mortgage Rate relating to each Loan
                    that is an
                    adjustable rate mortgage loan has been adjusted in accordance
                    with the
                    terms of the related Mortgage Note.

                


        

         

        
          	
                  (49)

                	
                  Each
                    Loan at the time it was made complied in all material respects
                    with
                    applicable local, state, and federal laws, including, but not
                    limited to,
                    all applicable predatory and abusive lending
                    laws.

                


        

         

        
          	
                  (50)

                	
                  No
                    Loan is classified and/or defined as (a) a “high cost home,” “covered”
                    (excluding home loans defined as “covered home loans” pursuant to the New
                    Jersey Home Ownership Security Act of 2002 that were originated
                    between
                    November 26, 2003 and July 7, 2004), “high risk home,” or “predatory” loan
                    under any applicable federal, state or local law (or is similarly
                    classified and/or defined using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or
                    fees), or (b) a “High Cost Loan” or “Covered Loan,” as applicable (as such
                    terms are defined in the then current Standard & Poor’s LEVELS®
                    Glossary which is now Version 5.7 Revised, Appendix
                    E).

                


        

         

        
          	
                  (51)

                	
                  No
                    Loan originated on or after October 1, 2002, and before March
                    7, 2003, is
                    secured by property located in the State of Georgia, and no Loan
                    originated on or after March 7, 2003, is a “high cost home loan” as
                    defined under the Georgia Fair Lending
                    Act.

                


        

         


        
          
             

          

          
            S-IIIC-5

            
              

            

          

          
             

          

        


        
          	
                  (52)

                	
                  No
                    Loan secured by property located in the State of Kentucky is
                    a "high-cost
                    home loan" as defined in Kentucky House Bill
                    207.

                


        

         

        
          	
                  (53)

                	
                  No
                    Loan secured by property located in the State of New York (a)
                    had an
                    original principal balance of $300,000 or less and (b) had an
                    application
                    date on or after April 1, 2003, the terms of which loan equal
                    or exceed
                    either the APR or the points and fees threshold for “high-cost home
                    loans,” as defined in Section 6-L of the New York State Banking
                    Law.

                


        

         

        
          	
                  (54)

                	
                  No
                    Loan secured by property located in the State of New Mexico is
                    a
                    "high-cost home loan" as defined in the New Mexico Home Loan
                    Protection
                    Act.

                


        

         

        
          	
                  (55)

                	
                  No
                    Loan secured by property located in the State of New Jersey is
                    a
                    "high-cost home loan" as defined in the New Jersey Home Ownership
                    Security
                    Act of 2002.

                


        

         

        
          	
                  (56)

                	
                  No
                    Loan secured by property located in the State of Illinois is
                    in violation
                    of the provisions of the Illinois Interest
                    Act.

                


        

         

        
          	
                  (57)

                	
                  No
                    Loan secured by property located in the Commonwealth of Massachusetts
                    is a
                    "high cost home mortgage loan" as defined in the Massachusetts
                    Predatory
                    Home Loan Practices Act.

                


        

         

        
          	
                  (58)

                	
                  No
                    Loan secured by property located in the State of Indiana is a
                    "high-cost
                    home loan" as defined in the Indiana High Cost Home Loan
                    Act.

                


        

         


        
          
             

          

          
            S-IIIC-6

            
              

            

          

          
             

          

        



        SCHEDULE
          IIID

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Loan
          Representations and Warranties of Equity One-Pennsylvania

         

        Equity
          One-Pennsylvania (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIID
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller
          and the
          Mortgages, Mortgage Notes and Mortgaged Properties related thereto. Capitalized
          terms used but not otherwise defined in this Schedule IIID shall have the
          meanings ascribed thereto in the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  The
                    information set forth on Schedule I to the Agreement with respect
                    to the
                    Loans is true and correct in all material respects as of the
                    Closing
                    Date.

                


        

         

        
          	
                  (2)

                	
                  As
                    of the close of business on April 30, 2007, no Loan was 30 or
                    more days
                    contractually past due (assuming 30 day months).
                    

                


        

         

        
          	
                  (3)

                	
                  None
                    of the Loans are Second Lien Loans.

                


        

         

        
          	
                  (4)

                	
                  No
                    Loan had a Combined Loan-to-Value Ratio at origination in excess
                    of 100%.
                    For purposes of determining the date of origination on which
                    each Loan’s
                    Combined Loan-to-Value Ratio is measured, no Loan has been significantly
                    modified within the meaning of Treasury Regulation 1.860G-2(b)
                    as of the
                    Closing Date.

                


        

         

        
          	
                  (5)

                	
                  Each
                    Mortgage is a valid and enforceable first lien on the referenced
                    Mortgaged
                    Property subject only to (a) the lien of non delinquent current
                    real
                    property taxes and assessments, (b) covenants, conditions and
                    restrictions, rights of way, easements and other matters of public
                    record
                    as of the date of recording of such Mortgage, such exceptions
                    appearing of
                    record being acceptable to mortgage lending institutions generally
                    or
                    specifically reflected in the appraisal, if any, utilized in
                    connection
                    with the origination of the related Loan, and (c) other matters
                    to which
                    like properties are commonly subject which do not materially
                    interfere
                    with the benefits of the security intended to be provided by
                    such
                    Mortgage.

                


        

         

        
          	
                  (6)

                	
                  Immediately
                    prior to the assignment of the Loans to the Depositor, the Seller
                    had good
                    title to, and was the sole owner of, each such Loan free and
                    clear of any
                    pledge, lien, encumbrance or security interest and had full right
                    and
                    authority, subject to no interest or participation of, or agreement
                    with,
                    any other party, to sell and assign the same pursuant to the
                    Agreement.

                


        

         

        
          	
                  (7)

                	
                  To
                    the best of Seller’s knowledge, there is no delinquent tax or assessment
                    lien against any Mortgaged Property.


                


        

         

        
          	
                  (8)

                	
                  There
                    is no valid right of rescission, offset, defense or counterclaim
                    to any
                    Mortgage Note or Mortgage, including the obligation of the Mortgagor
                    to
                    pay the unpaid principal of or interest on such Mortgage
                    Note.

                


        

         

        
          	
                  (9)

                	
                  To
                    the best of Seller’s knowledge, there are no mechanics’ liens or claims
                    for work, labor or material affecting any Mortgaged Property
                    which are or
                    may be a lien prior to, or equal with, the lien of such Mortgage,
                    except
                    those which are insured against by the title insurance policy
                    referred to
                    in item (13) below.

                


        

         


        
          
             

          

          
            S-IIID-1

            
              

            

          

          
             

          

        


        
          	
                  (10)

                	
                  To
                    the best of the Seller’s knowledge, each Mortgaged Property is free of
                    material damage and in good repair.

                


        

         

        
          	
                  (11)

                	
                  Each
                    Loan at origination complied in all material respects
                    with applicable local, state and federal laws, including, without
                    limitation, usury, equal credit opportunity, real estate settlement
                    procedures, truth-in-lending and disclosure laws, and all applicable
                    predatory and abusive lending laws, and consummation of the transactions
                    contemplated hereby will not involve the violation of any such
                    laws.

                


        

         

        
          	
                  (12)

                	
                  As
                    of the Closing Date, neither the Seller nor any prior holder
                    of any
                    Mortgage has modified the Mortgage in any material respect (except
                    that a
                    Loan may have been modified by a written instrument which has
                    been
                    recorded or submitted for recordation, if necessary, to protect
                    the
                    interests of the Certificateholders and the original or a copy
                    of which
                    has been or shall be delivered to the Trustee); satisfied, canceled
                    or
                    subordinated such Mortgage in whole or in part; released the
                    related
                    Mortgaged Property in whole or in part from the lien of such
                    Mortgage; or
                    executed any instrument of release, cancellation, modification
                    or
                    satisfaction with respect thereto.

                


        

         

        
          	
                  (13)

                	
                  For
                    each Loan that is not a Borrower Retention Loan, a lender’s policy of
                    title insurance together with a condominium endorsement and extended
                    coverage endorsement, if applicable, in an amount at least equal
                    to the
                    Cut-off Date Principal Balance of each such Loan or a commitment
                    (binder)
                    to issue the same was effective on the date of the origination
                    of each
                    Loan, each such policy is valid and remains in full force and
                    effect, and
                    each such policy was issued by a title insurer qualified to do
                    business in
                    the jurisdiction where the related Mortgaged Property is located,
                    which
                    policy insures the Seller and successor owners of indebtedness
                    secured by
                    the related insured Mortgage, as to the applicable priority lien
                    of the
                    Mortgage subject to the exceptions set forth in item (4) above;
                    to the
                    best of the Seller’s knowledge, no claims have been made under such
                    mortgage title insurance policy and no prior holder of the related
                    Mortgage, including the Seller, has done, by act or omission,
                    anything
                    which would impair the coverage of such mortgage title insurance
                    policy.
                    Approximately 36.20% of the Loans (by principal balance) are
                    Borrower
                    Retention Loans.

                


        

         

        
          	
                  (14)

                	
                  To
                    the best of the Seller’s knowledge, all of the improvements which were
                    included for the purpose of determining the appraised value of
                    each
                    Mortgaged Property lie wholly within the boundaries and building
                    restriction lines of such property, and no improvements on adjoining
                    properties encroach upon such Mortgaged
                    Property.

                


        

         

        
          	
                  (15)

                	
                  To
                    the best of the Seller’s knowledge, no improvement located on or being
                    part of any Mortgaged Property is in violation of any applicable
                    zoning
                    law or regulation. To the best of the Seller’s knowledge, all inspections,
                    licenses and certificates required to be made or issued with
                    respect to
                    all occupied portions of such Mortgaged Property and, with respect
                    to the
                    use and occupancy of the same, including but not limited to certificates
                    of occupancy and fire underwriting certificates, have been made
                    or
                    obtained from the appropriate authorities, unless the lack thereof
                    would
                    not have a material adverse effect on the value of such Mortgaged
                    Property, and such Mortgaged Property is lawfully occupied under
                    applicable law.

                


        

         

        
          	
                  (16)

                	
                  Each
                    Mortgage Note and the related Mortgage are genuine, and each
                    is the legal,
                    valid and binding obligation of the maker thereof, enforceable
                    in
                    accordance with its terms and under applicable law, and with
                    respect to
                    each 40/30 Loan, the related Mortgage Note requires that the
                    principal
                    balance thereof be amortized over a term of forty (40) years
                    with a
                    required balloon payment thirty (30) years after origination
                    of such 40/30
                    Loan. To the best of the Seller’s knowledge, all parties to such Mortgage
                    Note and such Mortgage had legal capacity to execute such Mortgage
                    Note
                    and such Mortgage and each such Mortgage Note and Mortgage have
                    been duly
                    and properly executed by such
                    parties.

                


        

         


        
          
             

          

          
            S-IIID-2

            
              

            

          

          
             

          

        


        
          	
                  (17)

                	
                  The
                    proceeds of each Loan (other than certain amounts escrowed for
                    home
                    improvements) have been fully disbursed and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making, or closing or recording such Loans were
                    paid.

                


        

         

        
          	
                  (18)

                	
                  Each
                    Mortgage contains customary and enforceable provisions which
                    render the
                    rights and remedies of the holder thereof adequate for the realization
                    against the related Mortgaged Property of the benefits of the
                    security,
                    including, (a) in the case of a Mortgage designated as a deed
                    of trust, by
                    trustee’s sale and (b) otherwise by judicial
                    foreclosure.

                


        

         

        
          	
                  (19)

                	
                  With
                    respect to each Mortgage constituting a deed of trust, a trustee,
                    duly
                    qualified under applicable law to serve as such, has been properly
                    designated and currently so serves and is named in such Mortgage,
                    and no
                    fees or expenses are or will become payable by the Certificateholders
                    to
                    the trustee under the deed of trust, except in connection with
                    a trustee’s
                    sale after default by the
                    Mortgagor.

                


        

         

        
          	
                  (20)

                	
                  Each
                    Mortgage Note and each Mortgage is in substantially one of the
                    forms
                    acceptable to FNMA or FHLMC, with such riders as have been acceptable
                    to
                    FNMA or FHLMC, as the case may be.

                


        

         

        
          	
                  (21)

                	
                  The
                    origination, underwriting and collection practices used by the
                    Seller with
                    respect to each Loan have been in all respects legal, prudent
                    and
                    customary in the mortgage lending and servicing
                    business.

                


        

         

        
          	
                  (22)

                	
                  There
                    is no pledged account or other security other than any Escrow
                    Account and
                    real estate securing the Mortgagor’s
                    obligations.

                


        

         

        
          	
                  (23)

                	
                  No
                    Loan has a shared appreciation feature, or other contingent interest
                    feature.

                


        

         

        
          	
                  (24)

                	
                  Each
                    Loan contains a customary “due on sale”
clause.

                


        

         

        
          	
                  (25)

                	
                  To
                    the best of Seller’s knowledge: at the Cut-off Date, the improvements on
                    each Mortgaged Property were covered by a valid and existing
                    hazard
                    insurance policy with a generally acceptable carrier that provides
                    for
                    fire and extended coverage and coverage for such other hazards
                    as are
                    customary in the area where such Mortgaged Property is located
                    in an
                    amount at least equal to the lesser of (a) the maximum insurable
                    value of
                    the improvements on such Mortgaged Property or (b) (i) in the
                    case of a
                    Loan secured by a Mortgage creating a first lien on such Mortgaged
                    Property, the original principal balance of such Loan, or (ii)
                    in the case
                    of a Loan which is subject to a prior loan or prior loans, the
                    combined
                    principal balances of such Loan and the prior loan(s). If such
                    Mortgaged
                    Property is a condominium unit, it is included under the coverage
                    afforded
                    by a blanket policy for the condominium unit. For all Mortgages
                    creating a
                    first lien on the related Mortgaged Property, all such individual
                    insurance policies and all flood policies referred to in item
                    (25) below
                    contain a standard mortgagee clause naming the Seller or the
                    original
                    mortgagee, and its successors in interest, as mortgagee, and
                    the Seller
                    has received no notice that any premiums due and payable thereon
                    have not
                    been paid; the Mortgage obligates the Mortgagor thereunder to
                    maintain all
                    such insurance including flood insurance at the Mortgagor’s cost and
                    expense, and upon the Mortgagor’s failure to do so, authorizes the holder
                    of the Mortgage to obtain and maintain such insurance at the
                    Mortgagor’s
                    cost and expense and to seek reimbursement therefor from the
                    Mortgagor.

                


        

         

        
          	
                  (26)

                	
                  If
                    a Mortgaged Property is in an area identified in the Federal
                    Register by
                    the Federal Emergency Management Agency as having special flood
                    hazards, a
                    flood insurance policy in a form meeting the requirements of
                    the current
                    guidelines of the Flood Insurance Administration was required
                    at closing
                    with respect to such Mortgaged Property with a generally acceptable
                    carrier in an amount representing coverage not less than the
                    least of (a)
                    the original outstanding principal balance of the related Loan,
                    (b) the
                    minimum amount required to compensate for damage or loss on a
                    maximum
                    insurable value basis or (c) the maximum amount of insurance
                    that is
                    available under the Flood Disaster Protection Act of 1973, as
                    amended.

                


        

         


        
          
             

          

          
            S-IIID-3

            
              

            

          

          
             

          

        


        
          	
                  (27)

                	
                  To
                    the best of Seller’s knowledge, there is no proceeding occurring, pending
                    or threatened for the total or partial condemnation of any Mortgaged
                    Property.

                


        

         

        
          	
                  (28)

                	
                  There
                    is no material monetary default existing under any Mortgage or
                    the related
                    Mortgage Note and, to the best of the Seller’s knowledge, there is no
                    event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or
                    event of acceleration under such Mortgage or related Mortgage
                    Note; and
                    the Seller has not waived any default, breach, violation or event
                    of
                    acceleration.

                


        

         

        
          	
                  (29)

                	
                  Each
                    Mortgaged Property is improved by a one- to four-family residential
                    dwelling including condominium units, which, to the best of Seller’s
                    knowledge, does not include cooperatives or mobile homes and
                    does not
                    constitute other than real property under state
                    law.

                


        

         

        
          	
                  (30)

                	
                  Each
                    Loan is being serviced by the Servicer through the
                    Subservicer.

                


        

         

        
          	
                  (31)

                	
                  Any
                    future advances made prior to the Cut-off Date have been consolidated
                    with
                    the outstanding principal amount secured by the related Mortgage,
                    and the
                    secured principal amount, as consolidated, bears a single interest
                    rate
                    and single repayment term reflected on the related loan schedule.
                    The
                    consolidated principal amount does not exceed the original principal
                    amount of such Loan. No Mortgage Note permits or obligates the
                    Servicer to
                    make future advances to the Mortgagor at the option of the
                    Mortgagor.

                


        

         

        
          	
                  (32)

                	
                  To
                    the best of Seller’s knowledge, all taxes, governmental assessments,
                    insurance premiums, water, sewer and municipal charges, leasehold
                    payments
                    or ground rents which previously became due and owing have been
                    paid,
                    except for items which have been assessed, but are not yet due
                    and
                    payable. Except for (a) payments in the nature of escrow payments,
                    and (b)
                    interest accruing from the date of any Mortgage Note or date
                    of
                    disbursement of the related Mortgage proceeds, whichever is later,
                    to the
                    day which precedes by one month the Due Date of the first installment
                    of
                    principal and interest, including without limitation, taxes and
                    insurance
                    payments, the Servicer has not advanced funds, or induced, solicited
                    or
                    knowingly received any advance of funds by a party other than
                    the
                    Mortgagor, directly or indirectly, for the payment of any amount
                    required
                    by the related Mortgage.

                


        

         

        
          	
                  (33)

                	
                  Each
                    Loan was underwritten in all material respects in accordance
                    with the
                    Seller’s underwriting guidelines as set forth in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (34)

                	
                  An
                    appraisal of each Mortgaged Property that is not a Borrower Retention
                    Loan
                    was obtained from a qualified appraiser, duly appointed by the
                    originator,
                    who had no interest, direct or indirect, in the Mortgaged Property
                    or in
                    any loan made on the security thereof, and whose compensation
                    is not
                    affected by the approval or disapproval of such Loan; such appraisal
                    is in
                    a form acceptable to FNMA and
                    FHLMC.

                


        

         

        
          	
                  (35)

                	
                  No
                    Loan is a graduated payment mortgage loan or a growing equity
                    mortgage
                    loan, and no Loan is subject to a buydown or similar
                    arrangement.

                


        

         

        
          	
                  (36)

                	
                  The
                    Loans were selected from among the outstanding residential mortgage
                    loans
                    in Seller’s portfolio at the Closing Date as to which the representations
                    and warranties made as to such Loans set forth in this Schedule
                    IIID can
                    be made. Such selection was not made in a manner that would adversely
                    affect the interests of
                    Certificateholders.

                


        

         


        
          
             

          

          
            S-IIID-4

            
              

            

          

          
             

          

        


        
          	
                  (37)

                	
                  Each
                    Loan has a Due Date in the month of the first Distribution
                    Date.

                


        

         

        
          	
                  (38)

                	
                  Approximately
                    5.26% of the Loans (by principal balance) are Balloon
                    Loans.

                


        

         

        
          	
                  (39)

                	
                  No
                    Loan is subject to negative amortization or deferred interest
                    payments.

                


        

         

        
          	
                  (40)

                	
                  No
                    Mortgagor has requested relief under the Relief
                    Act.

                


        

         

        
          	
                  (41)

                	
                  None
                    of the Loans are retail installment contracts for goods or services
                    or are
                    home improvement loans for goods or services, which would be
                    either
                    “consumer credit contracts” or “purchase money loans” as such terms are
                    defined in 16 C.F.R. §433.1.

                


        

         

        
          	
                  (42)

                	
                  No
                    Mortgagor has or will have a claim or defense against Seller
                    or any
                    assignor or assignee of Seller under any express or implied warranty
                    with
                    respect to goods or services provided in connection with any
                    Loan.

                


        

         

        
          	
                  (43)

                	
                  Each
                    Loan is a “qualified mortgage” for purposes of Section 860G(a)(3) of the
                    Code and Treasury Regulations Section 1.860G-2(a)(1) and
                    (3).

                


        

         

        
          	
                  (44)

                	
                  The
                    Loans, individually and in the aggregate, conform in all material
                    respects
                    to the descriptions thereof in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (45)

                	
                  There
                    exist no deficiencies with respect to escrow deposits and payments,
                    if
                    such are required, for which customary arrangements for repayment
                    thereof
                    have not been made, and no escrow deposits or payments of other
                    charges or
                    payments due the Seller have been capitalized under any Mortgage
                    or
                    related Mortgage Note.

                


        

         

        
          	
                  (46)

                	
                  All
                    Loans calculate interest utilizing the actuarial
                    method.

                


        

         

        
          	
                  (47)

                	
                  None
                    of the Loans are subject to the Home Ownership & Equity Protection Act
                    of 1994. 

                


        

         

        
          	
                  (48)

                	
                  As
                    of the Cut-off Date, the Mortgage Rate relating to each Loan
                    that is an
                    adjustable rate mortgage loan has been adjusted in accordance
                    with the
                    terms of the related Mortgage Note.

                


        

         

        
          	
                  (49)

                	
                  Each
                    Loan at the time it was made complied in all material respects
                    with
                    applicable local, state, and federal laws, including, but not
                    limited to,
                    all applicable predatory and abusive lending
                    laws.

                


        

         

        
          	
                  (50)

                	
                  No
                    Loan is classified and/or defined as (a) a “high cost home,” “covered”
                    (excluding home loans defined as “covered home loans” pursuant to the New
                    Jersey Home Ownership Security Act of 2002 that were originated
                    between
                    November 26, 2003 and July 7, 2004), “high risk home,” or “predatory” loan
                    under any applicable federal, state or local law (or is similarly
                    classified and/or defined using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or
                    fees), or (b) a “High Cost Loan” or “Covered Loan,” as applicable (as such
                    terms are defined in the then current Standard & Poor’s LEVELS®
                    Glossary which is now Version 5.7 Revised, Appendix
                    E).

                


        

         

        
          	
                  (51)

                	
                  No
                    Loan originated on or after October 1, 2002, and before March
                    7, 2003, is
                    secured by property located in the State of Georgia, and no Loan
                    originated on or after March 7, 2003, is a “high cost home loan” as
                    defined under the Georgia Fair Lending
                    Act.

                


        

         

        
          
             

          

          
            S-IIID-5

            
              

            

          

          
             

          

        

        


         

        
          	
                  (52)

                	
                  No
                    Loan secured by property located in the State of Kentucky is
                    a "high-cost
                    home loan" as defined in Kentucky House Bill
                    207.

                


        

         

        
          	
                  (53)

                	
                  No
                    Loan secured by property located in the State of New York (a)
                    had an
                    original principal balance of $300,000 or less and (b) had an
                    application
                    date on or after April 1, 2003, the terms of which loan equal
                    or exceed
                    either the APR or the points and fees threshold for “high-cost home
                    loans,” as defined in Section 6-L of the New York State Banking
                    Law.

                


        

         

        
          	
                  (54)

                	
                  No
                    Loan secured by property located in the State of New Mexico is
                    a
                    "high-cost home loan" as defined in the New Mexico Home Loan
                    Protection
                    Act.

                


        

         

        
          	
                  (55)

                	
                  No
                    Loan secured by property located in the State of New Jersey is
                    a
                    "high-cost home loan" as defined in the New Jersey Home Ownership
                    Security
                    Act of 2002.

                


        

         

        
          	
                  (56)

                	
                  No
                    Loan secured by property located in the State of Illinois is
                    in violation
                    of the provisions of the Illinois Interest
                    Act.

                


        

         

        
          	
                  (57)

                	
                  No
                    Loan secured by property located in the Commonwealth of Massachusetts
                    is a
                    "high cost home mortgage loan" as defined in the Massachusetts
                    Predatory
                    Home Loan Practices Act.

                


        

         

        
          	
                  (58)

                	
                  No
                    Loan secured by property located in the State of Indiana is a
                    "high-cost
                    home loan" as defined in the Indiana
                    High Cost Home Loan Act.

                


        

         

        


         


        
          
             

          

          
            S-IIID-6

            
              

            

          

          
             

          

        



        SCHEDULE
          IIIE

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        Loan
          Representations and Warranties of Popular Financial

         

        Popular
          Financial (“Seller”)
          hereby
          makes the representations and warranties set forth in this Schedule IIIE
          to the
          Depositor and the Trustee as of the Closing Date, or if so specified herein,
          as
          of the Cut-off Date with respect to the Loans being conveyed by Seller
          and the
          Mortgages, Mortgage Notes and Mortgaged Properties related thereto. Capitalized
          terms used but not otherwise defined in this Schedule IIIE shall have the
          meanings ascribed thereto in the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among Seller, the other Sellers
          and the
          Servicer identified therein, Popular ABS, Inc., as depositor, and Deutsche
          Bank
          National Trust Company, as trustee. The term “Agreement”
shall
          be used in this Schedule to refer to the Pooling and Servicing
          Agreement.

         

        
          	
                  (1)

                	
                  The
                    information set forth on Schedule I to the Agreement with respect
                    to the
                    Loans is true and correct in all material respects as of the
                    Closing
                    Date.

                


        

         

        
          	
                  (2)

                	
                  As
                    of the close of business on April 30, 2007, no Loan was 30 or
                    more days
                    contractually past due (assuming 30 day months).
                    

                


        

         

        
          	
                  (3)

                	
                  None
                    of the Loans are Second Lien Loans.

                


        

         

        
          	
                  (4)

                	
                  No
                    Loan had a Combined Loan-to-Value Ratio at origination in excess
                    of 100%.
                    For purposes of determining the date of origination on which
                    each Loan’s
                    Combined Loan-to-Value Ratio is measured, no Loan has been significantly
                    modified within the meaning of Treasury Regulation 1.860G-2(b)
                    as of the
                    Closing Date.

                


        

         

        
          	
                  (5)

                	
                  Each
                    Mortgage is a valid and enforceable first lien on the referenced
                    Mortgaged
                    Property subject only to (a) the lien of non delinquent current
                    real
                    property taxes and assessments, (b) covenants, conditions and
                    restrictions, rights of way, easements and other matters of public
                    record
                    as of the date of recording of such Mortgage, such exceptions
                    appearing of
                    record being acceptable to mortgage lending institutions generally
                    or
                    specifically reflected in the appraisal, if any, utilized in
                    connection
                    with the origination of the related Loan, and (c) other matters
                    to which
                    like properties are commonly subject which do not materially
                    interfere
                    with the benefits of the security intended to be provided by
                    such
                    Mortgage.

                


        

         

        
          	
                  (6)

                	
                  Immediately
                    prior to the assignment of the Loans to the Depositor, the Seller
                    had good
                    title to, and was the sole owner of, each such Loan free and
                    clear of any
                    pledge, lien, encumbrance or security interest and had full right
                    and
                    authority, subject to no interest or participation of, or agreement
                    with,
                    any other party, to sell and assign the same pursuant to the
                    Agreement.

                


        

         

        
          	
                  (7)

                	
                  To
                    the best of Seller’s knowledge, there is no delinquent tax or assessment
                    lien against any Mortgaged Property.


                


        

         

        
          	
                  (8)

                	
                  There
                    is no valid right of rescission, offset, defense or counterclaim
                    to any
                    Mortgage Note or Mortgage, including the obligation of the Mortgagor
                    to
                    pay the unpaid principal of or interest on such Mortgage
                    Note.

                


        

         

        
          	
                  (9)

                	
                  To
                    the best of Seller’s knowledge, there are no mechanics’ liens or claims
                    for work, labor or material affecting any Mortgaged Property
                    which are or
                    may be a lien prior to, or equal with, the lien of such Mortgage,
                    except
                    those which are insured against by the title insurance policy
                    referred to
                    in item (13) below.

                


        

         


        
          
             

          

          
            S-IIIE-1

            
              

            

          

          
             

          

        


        
          	
                  (10)

                	
                  To
                    the best of the Seller’s knowledge, each Mortgaged Property is free of
                    material damage and in good repair.

                


        

         

        
          	
                  (11)

                	
                  Each
                    Loan at origination complied in all material respects
                    with applicable local, state and federal laws, including, without
                    limitation, usury, equal credit opportunity, real estate settlement
                    procedures, truth-in-lending and disclosure laws, and all applicable
                    predatory and abusive lending laws, and consummation of the transactions
                    contemplated hereby will not involve the violation of any such
                    laws.

                


        

         

        
          	
                  (12)

                	
                  As
                    of the Closing Date, neither the Seller nor any prior holder
                    of any
                    Mortgage has modified the Mortgage in any material respect (except
                    that a
                    Loan may have been modified by a written instrument which has
                    been
                    recorded or submitted for recordation, if necessary, to protect
                    the
                    interests of the Certificateholders and the original or a copy
                    of which
                    has been or shall be delivered to the Trustee); satisfied, canceled
                    or
                    subordinated such Mortgage in whole or in part; released the
                    related
                    Mortgaged Property in whole or in part from the lien of such
                    Mortgage; or
                    executed any instrument of release, cancellation, modification
                    or
                    satisfaction with respect thereto.

                


        

         

        
          	
                  (13)

                	
                  For
                    each Loan that is not a Borrower Retention Loan, a lender’s policy of
                    title insurance together with a condominium endorsement and extended
                    coverage endorsement, if applicable, in an amount at least equal
                    to the
                    Cut-off Date Principal Balance of each such Loan or a commitment
                    (binder)
                    to issue the same was effective on the date of the origination
                    of each
                    Loan, each such policy is valid and remains in full force and
                    effect, and
                    each such policy was issued by a title insurer qualified to do
                    business in
                    the jurisdiction where the related Mortgaged Property is located,
                    which
                    policy insures the Seller and successor owners of indebtedness
                    secured by
                    the related insured Mortgage, as to the applicable priority lien
                    of the
                    Mortgage subject to the exceptions set forth in item (4) above;
                    to the
                    best of the Seller’s knowledge, no claims have been made under such
                    mortgage title insurance policy and no prior holder of the related
                    Mortgage, including the Seller, has done, by act or omission,
                    anything
                    which would impair the coverage of such mortgage title insurance
                    policy.
                    None of the Loans are Borrower Retention
                    Loans.

                


        

         

        
          	
                  (14)

                	
                  To
                    the best of the Seller’s knowledge, all of the improvements which were
                    included for the purpose of determining the appraised value of
                    each
                    Mortgaged Property lie wholly within the boundaries and building
                    restriction lines of such property, and no improvements on adjoining
                    properties encroach upon such Mortgaged
                    Property.

                


        

         

        
          	
                  (15)

                	
                  To
                    the best of the Seller’s knowledge, no improvement located on or being
                    part of any Mortgaged Property is in violation of any applicable
                    zoning
                    law or regulation. To the best of the Seller’s knowledge, all inspections,
                    licenses and certificates required to be made or issued with
                    respect to
                    all occupied portions of such Mortgaged Property and, with respect
                    to the
                    use and occupancy of the same, including but not limited to certificates
                    of occupancy and fire underwriting certificates, have been made
                    or
                    obtained from the appropriate authorities, unless the lack thereof
                    would
                    not have a material adverse effect on the value of such Mortgaged
                    Property, and such Mortgaged Property is lawfully occupied under
                    applicable law.

                


        

         

        
          	
                  (16)

                	
                  Each
                    Mortgage Note and the related Mortgage are genuine, and each
                    is the legal,
                    valid and binding obligation of the maker thereof, enforceable
                    in
                    accordance with its terms and under applicable law, and with
                    respect to
                    each 40/30 Loan, the related Mortgage Note requires that the
                    principal
                    balance thereof be amortized over a term of forty (40) years
                    with a
                    required balloon payment thirty (30) years after origination
                    of such 40/30
                    Loan. To the best of the Seller’s knowledge, all parties to such Mortgage
                    Note and such Mortgage had legal capacity to execute such Mortgage
                    Note
                    and such Mortgage and each such Mortgage Note and Mortgage have
                    been duly
                    and properly executed by such
                    parties.

                


        

         


        
          
             

          

          
            S-IIIE-2

            
              

            

          

          
             

          

        


        
          	
                  (17)

                	
                  The
                    proceeds of each Loan (other than certain amounts escrowed for
                    home
                    improvements) have been fully disbursed and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making, or closing or recording such Loans were
                    paid.

                


        

         

        
          	
                  (18)

                	
                  Each
                    Mortgage contains customary and enforceable provisions which
                    render the
                    rights and remedies of the holder thereof adequate for the realization
                    against the related Mortgaged Property of the benefits of the
                    security,
                    including, (a) in the case of a Mortgage designated as a deed
                    of trust, by
                    trustee’s sale and (b) otherwise by judicial
                    foreclosure.

                


        

         

        
          	
                  (19)

                	
                  With
                    respect to each Mortgage constituting a deed of trust, a trustee,
                    duly
                    qualified under applicable law to serve as such, has been properly
                    designated and currently so serves and is named in such Mortgage,
                    and no
                    fees or expenses are or will become payable by the Certificateholders
                    to
                    the trustee under the deed of trust, except in connection with
                    a trustee’s
                    sale after default by the
                    Mortgagor.

                


        

         

        
          	
                  (20)

                	
                  Each
                    Mortgage Note and each Mortgage is in substantially one of the
                    forms
                    acceptable to FNMA or FHLMC, with such riders as have been acceptable
                    to
                    FNMA or FHLMC, as the case may be.

                


        

         

        
          	
                  (21)

                	
                  The
                    origination, underwriting and collection practices used by the
                    Seller with
                    respect to each Loan have been in all respects legal, prudent
                    and
                    customary in the mortgage lending and servicing
                    business.

                


        

         

        
          	
                  (22)

                	
                  There
                    is no pledged account or other security other than any Escrow
                    Account and
                    real estate securing the Mortgagor’s
                    obligations.

                


        

         

        
          	
                  (23)

                	
                  No
                    Loan has a shared appreciation feature, or other contingent interest
                    feature.

                


        

         

        
          	
                  (24)

                	
                  Each
                    Loan contains a customary “due on sale”
clause.

                


        

         

        
          	
                  (25)

                	
                  To
                    the best of Seller’s knowledge: at the Cut-off Date, the improvements on
                    each Mortgaged Property were covered by a valid and existing
                    hazard
                    insurance policy with a generally acceptable carrier that provides
                    for
                    fire and extended coverage and coverage for such other hazards
                    as are
                    customary in the area where such Mortgaged Property is located
                    in an
                    amount at least equal to the lesser of (a) the maximum insurable
                    value of
                    the improvements on such Mortgaged Property or (b) (i) in the
                    case of a
                    Loan secured by a Mortgage creating a first lien on such Mortgaged
                    Property, the original principal balance of such Loan, or (ii)
                    in the case
                    of a Loan which is subject to a prior loan or prior loans, the
                    combined
                    principal balances of such Loan and the prior loan(s). If such
                    Mortgaged
                    Property is a condominium unit, it is included under the coverage
                    afforded
                    by a blanket policy for the condominium unit. For all Mortgages
                    creating a
                    first lien on the related Mortgaged Property, all such individual
                    insurance policies and all flood policies referred to in item
                    (25) below
                    contain a standard mortgagee clause naming the Seller or the
                    original
                    mortgagee, and its successors in interest, as mortgagee, and
                    the Seller
                    has received no notice that any premiums due and payable thereon
                    have not
                    been paid; the Mortgage obligates the Mortgagor thereunder to
                    maintain all
                    such insurance including flood insurance at the Mortgagor’s cost and
                    expense, and upon the Mortgagor’s failure to do so, authorizes the holder
                    of the Mortgage to obtain and maintain such insurance at the
                    Mortgagor’s
                    cost and expense and to seek reimbursement therefor from the
                    Mortgagor.

                


        

         

        
          	
                  (26)

                	
                  If
                    a Mortgaged Property is in an area identified in the Federal
                    Register by
                    the Federal Emergency Management Agency as having special flood
                    hazards, a
                    flood insurance policy in a form meeting the requirements of
                    the current
                    guidelines of the Flood Insurance Administration was required
                    at closing
                    with respect to such Mortgaged Property with a generally acceptable
                    carrier in an amount representing coverage not less than the
                    least of (a)
                    the original outstanding principal balance of the related Loan,
                    (b) the
                    minimum amount required to compensate for damage or loss on a
                    maximum
                    insurable value basis or (c) the maximum amount of insurance
                    that is
                    available under the Flood Disaster Protection Act of 1973, as
                    amended.

                


        

         


        
          
             

          

          
            S-IIIE-3

            
              

            

          

          
             

          

        


        
          	
                  (27)

                	
                  To
                    the best of Seller’s knowledge, there is no proceeding occurring, pending
                    or threatened for the total or partial condemnation of any Mortgaged
                    Property.

                


        

         

        
          	
                  (28)

                	
                  There
                    is no material monetary default existing under any Mortgage or
                    the related
                    Mortgage Note and, to the best of the Seller’s knowledge, there is no
                    event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or
                    event of acceleration under such Mortgage or related Mortgage
                    Note; and
                    the Seller has not waived any default, breach, violation or event
                    of
                    acceleration.

                


        

         

        
          	
                  (29)

                	
                  Each
                    Mortgaged Property is improved by a one- to four-family residential
                    dwelling including condominium units, which, to the best of Seller’s
                    knowledge, does not include cooperatives or mobile homes and
                    does not
                    constitute other than real property under state
                    law.

                


        

         

        
          	
                  (30)

                	
                  Each
                    Loan is being serviced by the Servicer through the
                    Subservicer.

                


        

         

        
          	
                  (31)

                	
                  Any
                    future advances made prior to the Cut-off Date have been consolidated
                    with
                    the outstanding principal amount secured by the related Mortgage,
                    and the
                    secured principal amount, as consolidated, bears a single interest
                    rate
                    and single repayment term reflected on the related loan schedule.
                    The
                    consolidated principal amount does not exceed the original principal
                    amount of such Loan. No Mortgage Note permits or obligates the
                    Servicer to
                    make future advances to the Mortgagor at the option of the
                    Mortgagor.

                


        

         

        
          	
                  (32)

                	
                  To
                    the best of Seller’s knowledge, all taxes, governmental assessments,
                    insurance premiums, water, sewer and municipal charges, leasehold
                    payments
                    or ground rents which previously became due and owing have been
                    paid,
                    except for items which have been assessed, but are not yet due
                    and
                    payable. Except for (a) payments in the nature of escrow payments,
                    and (b)
                    interest accruing from the date of any Mortgage Note or date
                    of
                    disbursement of the related Mortgage proceeds, whichever is later,
                    to the
                    day which precedes by one month the Due Date of the first installment
                    of
                    principal and interest, including without limitation, taxes and
                    insurance
                    payments, the Servicer has not advanced funds, or induced, solicited
                    or
                    knowingly received any advance of funds by a party other than
                    the
                    Mortgagor, directly or indirectly, for the payment of any amount
                    required
                    by the related Mortgage.

                


        

         

        
          	
                  (33)

                	
                  Each
                    Loan was underwritten in all material respects in accordance
                    with the
                    Seller’s underwriting guidelines as set forth in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (34)

                	
                  An
                    appraisal of each Mortgaged Property that is not a Borrower Retention
                    Loan
                    was obtained from a qualified appraiser, duly appointed by the
                    originator,
                    who had no interest, direct or indirect, in the Mortgaged Property
                    or in
                    any loan made on the security thereof, and whose compensation
                    is not
                    affected by the approval or disapproval of such Loan; such appraisal
                    is in
                    a form acceptable to FNMA and
                    FHLMC.

                


        

         

        
          	
                  (35)

                	
                  No
                    Loan is a graduated payment mortgage loan or a growing equity
                    mortgage
                    loan, and no Loan is subject to a buydown or similar
                    arrangement.

                


        

         

        
          	
                  (36)

                	
                  The
                    Loans were selected from among the outstanding residential mortgage
                    loans
                    in Seller’s portfolio at the Closing Date as to which the representations
                    and warranties made as to such Loans set forth in this Schedule
                    IIIE can
                    be made. Such selection was not made in a manner that would adversely
                    affect the interests of
                    Certificateholders.

                


        

         


        
          
             

          

          
            S-IIIE-4

            
              

            

          

          
             

          

        


        
          	
                  (37)

                	
                  Each
                    Loan has a Due Date in the month of the first Distribution
                    Date.

                


        

         

        
          	
                  (38)

                	
                  Approximately
                    2.39% of the Loans (by principal balance) are Balloon
                    Loans.

                


        

         

        
          	
                  (39)

                	
                  No
                    Loan is subject to negative amortization or deferred interest
                    payments.

                


        

         

        
          	
                  (40)

                	
                  No
                    Mortgagor has requested relief under the Relief
                    Act.

                


        

         

        
          	
                  (41)

                	
                  None
                    of the Loans are retail installment contracts for goods or services
                    or are
                    home improvement loans for goods or services, which would be
                    either
                    “consumer credit contracts” or “purchase money loans” as such terms are
                    defined in 16 C.F.R. §433.1.

                


        

         

        
          	
                  (42)

                	
                  No
                    Mortgagor has or will have a claim or defense against Seller
                    or any
                    assignor or assignee of Seller under any express or implied warranty
                    with
                    respect to goods or services provided in connection with any
                    Loan.

                


        

         

        
          	
                  (43)

                	
                  Each
                    Loan is a “qualified mortgage” for purposes of Section 860G(a)(3) of the
                    Code and Treasury Regulations Section 1.860G-2(a)(1) and
                    (3).

                


        

         

        
          	
                  (44)

                	
                  The
                    Loans, individually and in the aggregate, conform in all material
                    respects
                    to the descriptions thereof in the Prospectus
                    Supplement.

                


        

         

        
          	
                  (45)

                	
                  There
                    exist no deficiencies with respect to escrow deposits and payments,
                    if
                    such are required, for which customary arrangements for repayment
                    thereof
                    have not been made, and no escrow deposits or payments of other
                    charges or
                    payments due the Seller have been capitalized under any Mortgage
                    or
                    related Mortgage Note.

                


        

         

        
          	
                  (46)

                	
                  All
                    Loans calculate interest utilizing the actuarial
                    method.

                


        

         

        
          	
                  (47)

                	
                  None
                    of the Loans are subject to the Home Ownership & Equity Protection Act
                    of 1994. 

                


        

         

        
          	
                  (48)

                	
                  As
                    of the Cut-off Date, the Mortgage Rate relating to each Loan
                    that is an
                    adjustable rate mortgage loan has been adjusted in accordance
                    with the
                    terms of the related Mortgage Note.

                


        

         

        
          	
                  (49)

                	
                  Each
                    Loan at the time it was made complied in all material respects
                    with
                    applicable local, state, and federal laws, including, but not
                    limited to,
                    all applicable predatory and abusive lending
                    laws.

                


        

         

        
          	
                  (50)

                	
                  No
                    Loan is classified and/or defined as (a) a “high cost home,” “covered”
                    (excluding home loans defined as “covered home loans” pursuant to the New
                    Jersey Home Ownership Security Act of 2002 that were originated
                    between
                    November 26, 2003 and July 7, 2004), “high risk home,” or “predatory” loan
                    under any applicable federal, state or local law (or is similarly
                    classified and/or defined using different terminology under a
                    law imposing
                    heightened regulatory scrutiny or additional legal liability
                    for
                    residential mortgage loans having high interest rates, points
                    and/or
                    fees), or (b) a “High Cost Loan” or “Covered Loan,” as applicable (as such
                    terms are defined in the then current Standard & Poor’s LEVELS®
                    Glossary which is now Version 5.7 Revised, Appendix
                    E).

                


        

         

        
          	
                  (51)

                	
                  No
                    Loan originated on or after October 1, 2002, and before March
                    7, 2003, is
                    secured by property located in the State of Georgia, and no Loan
                    originated on or after March 7, 2003, is a “high cost home loan” as
                    defined under the Georgia Fair Lending
                    Act.

                


        

         


        
          
             

          

          
            S-IIIE-5

            
              

            

          

          
             

          

        


        
          	
                  (52)

                	
                  No
                    Loan secured by property located in the State of Kentucky is
                    a "high-cost
                    home loan" as defined in Kentucky House Bill
                    207.

                


        

         

        
          	
                  (53)

                	
                  No
                    Loan secured by property located in the State of New York (a)
                    had an
                    original principal balance of $300,000 or less and (b) had an
                    application
                    date on or after April 1, 2003, the terms of which loan equal
                    or exceed
                    either the APR or the points and fees threshold for “high-cost home
                    loans,” as defined in Section 6-L of the New York State Banking
                    Law.

                


        

         

        
          	
                  (54)

                	
                  No
                    Loan secured by property located in the State of New Mexico is
                    a
                    "high-cost home loan" as defined in the New Mexico Home Loan
                    Protection
                    Act.

                


        

         

        
          	
                  (55)

                	
                  No
                    Loan secured by property located in the State of New Jersey is
                    a
                    "high-cost home loan" as defined in the New Jersey Home Ownership
                    Security
                    Act of 2002.

                


        

         

        
          	
                  (56)

                	
                  No
                    Loan secured by property located in the State of Illinois is
                    in violation
                    of the provisions of the Illinois Interest
                    Act.

                


        

         

        
          	
                  (57)

                	
                  No
                    Loan secured by property located in the Commonwealth of Massachusetts
                    is a
                    "high cost home mortgage loan" as defined in the Massachusetts
                    Predatory
                    Home Loan Practices Act.

                


        

         

        
          	
                  (58)

                	
                  No
                    Loan secured by property located in the State of Indiana is a
                    "high-cost
                    home loan" as defined in the Indiana
                    High Cost Home Loan Act.

                


        

         

        


         


        
          
             

          

          
            S-IIIE-6

            
              

            

          

          
             

          

        



        SCHEDULE
          IIIF 

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        RESERVED

         


        
          
             

          

          
            S-IIIF-1

            
              

            

          

          
             

          

        



        SCHEDULE
          IV

         

        LIST
          OF
          FINANCING STATEMENTS:

         

        PERFECTION
          OF GRANT OF SECURITY INTEREST

         

        BY
          SELLERS TO DEPOSITOR


         

        
          	
                  SELLER

                	
                  LOCATION

                
	
                  Equity
                    One, Inc., a Delaware corporation

                	
                  Secretary
                    of State of the State of Delaware

                
	 	 
	
                  Equity
                    One, Incorporated

                	
                  Secretary
                    of the Commonwealth of the Commonwealth of Pennsylvania

                
	 	 
	
                  Equity
                    One, Inc., a Minnesota corporation

                	
                  Secretary
                    of State of Minnesota

                
	 	 
	
                  Equity
                    One Consumer Loan Company, Inc., a New Hampshire
                    corporation

                	
                  Secretary
                    of State of New Hampshire

                
	 	 
	
                  Popular
                    Financial Services, LLC

                	
                  Secretary
                    of State of the State of Delaware

                
	 	 


        

        


         

        


         

        


         

        


         


        
          
             

          

          
            S-IV-1

            
              

            

          

          
             

          

        



        SCHEDULE
          V


         

        LIST
          OF
          FINANCING STATEMENTS:

         

        PERFECTION
          OF GRANT OF SECURITY INTEREST

         

        BY
          DEPOSITOR TO TRUSTEE


         

        
          	
                  DEPOSITOR

                	
                  LOCATION

                
	
                  Popular
                    ABS, Inc.

                	
                  Secretary
                    of State of the State of Delaware

                


        

        


        


         


        
          
             

          

          
            S-V-1

            
              

            

          

          
             

          

        



        SCHEDULE
          VI


         

        LIST
          OF
          FINANCING STATEMENTS:

         

        PERFECTION
          OF SALE

         

        BY
          SELLERS TO DEPOSITOR


         

        
          	
                  SELLER

                	
                  LOCATION

                
	
                  Equity
                    One, Inc., a Delaware corporation

                	
                  Secretary
                    of State of the State of Delaware

                
	 	 
	
                  Equity
                    One, Incorporated 

                	
                  Secretary
                    of the Commonwealth of the Commonwealth of Pennsylvania

                
	 	 
	
                  Equity
                    One, Inc., a Minnesota corporation

                	
                  Secretary
                    of State of Minnesota

                
	 	 
	
                  Equity
                    One Consumer Loan Company, Inc., a New Hampshire
                    corporation

                	
                  Secretary
                    of State of New Hampshire

                
	 	 
	
                  Popular
                    Financial Services, LLC 

                	
                  Secretary
                    of State of the State of Delaware

                
	 	 


        

        


         

        


         

        


         

        


         


        
          
             

          

          
            S-VI-1

            
              

            

          

          
             

          

        



        SCHEDULE
          VII


         

        LIST
          OF
          FINANCING STATEMENTS:

         

        PERFECTION
          OF SALE

         

        BY
          DEPOSITOR TO TRUSTEE


         

        
          	
                  DEPOSITOR

                	
                  LOCATION

                
	
                  Popular
                    ABS, Inc.

                	
                  Secretary
                    of State of the State of Delaware

                


        

        


        


         


        
          
             

          

          
            S-VII-1

            
              

            

          

          
             

          

        



        EXHIBIT
          A-1


        


        Form
          of
          Class A-[] Certificate

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
          TO
          ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
          AND ANY
          CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
          NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
          IS
          MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
          OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

        

          
            	
                    Certificate
                      No.

                  	
                    :

                  	 
	 	 	 
	
                    Cut-off
                      Date:

                  	
                    :

                  	
                    May
                      1, 2007

                  
	 	 	 
	
                    First
                      Distribution Date:

                  	
                    :

                  	
                    June
                      25, 2007

                  
	 	 	 
	
                    Initial
                      Certificate Balance

                  	 	 
	
                    of
                      this Certificate

                  	 	 
	
                    (“Denomination”)

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Initial
                      Class Certificate Balance

                  	 	 
	
                    of
                      all Certificates of

                  	 	 
	
                    this
                      Class:

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Pass-Through
                      Rate

                  	
                    :

                  	
                    LIBOR
                      + %

                  
	 	 	 
	
                    CUSIP

                  	
                    :

                  	 
	 	 	 
	
                    ISIN

                  	
                    :

                  	 


          

        

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates, Series 2007-A

        Class
          A-[]

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class with respect to a Trust Fund consisting primarily
          of a
          pool of fixed and adjustable rate mortgage loans (collectively, the
“Loans”).
          

         

        Popular
          ABS, Inc., as Depositor

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Balance at any time may be less than the
          Certificate Balance as set forth herein. This Certificate does not evidence
          an
          obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Sellers, the Servicer or the Trustee referred to below or any of their
          respective affiliates. Neither this Certificate nor the Loans are guaranteed
          or
          insured by any governmental agency or instrumentality.

         


        
          
             

          

          
            A-1-1

            
              

            

          

          
             

          

        


        This
          certifies that                                 
          is the
          registered owner of the Percentage Interest evidenced by this Certificate
          (obtained by dividing the denomination of this Certificate by the aggregate
          Initial Certificate Balances of all Certificates of the Class to which
          this
          Certificate belongs) in certain monthly distributions with respect to a
          Trust
          Fund consisting primarily of the Loans deposited by Popular ABS, Inc. (the
          “Depositor”).
          The
          Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
          as of
          the Cut-off Date specified above (the “Agreement”)
          among
          the Depositor, Equity One, Inc., a Delaware corporation, Equity One, Inc.,
          a
          Minnesota corporation, Equity One Consumer Loan Company, Inc., a New Hampshire
          corporation, Equity One, Incorporated and Popular Financial Services, LLC,
          as
          sellers (in such capacity, collectively, the “Sellers”),
          Equity One, Inc., a Delaware corporation, as servicer (in such capacity,
          the
“Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          To
          the extent not defined herein, the capitalized terms used herein have the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized signatory
          of the
          Trustee.

         

        *
          *
          *

         

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

        

          
            	
                    Dated
                      ______________,
                      20__

                  	
                  	
                    Deutsche
                      Bank National Trust Company,

                  
	
                    Countersigned:

                  	 	
                    as
                      Trustee

                  
	 	 	 
	
                    By:
                      ______________________________

                  	 	
                    
                      By:
                        ______________________________

                    

                  
	
                           
                      Authorized Signatory of 

                  	 	 
	
                           
                      Deutsche Bank National Trust Company,

                  	 	 
	
                           
                      as Trustee

                  	 	 


          

        

         

        
          
             

          

          
            A-1-2

            
              

            

          

          
             

          

        



        EXHIBIT
          A-2


         

        RESERVED

        


        



        
          
             

          

          
            A-2-1

            
              

            

          

          
             

          

        


        EXHIBIT
          A-3 


        


        Form
          of
          Class M-[] Certificate

         

        UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
          TO
          ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
          AND ANY
          CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
          NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
          IS
          MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
          OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CLASS M-[] CERTIFICATE IS SUBORDINATE TO THE [SENIOR CERTIFICATES] [SENIOR
          CERTIFICATES AND THE CLASS M-1 CERTIFICATES] [SENIOR CERTIFICATES, THE
          CLASS M-1
          CERTIFICATES AND THE CLASS M-2 CERTIFICATES] [SENIOR CERTIFICATES, THE
          CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES]
          [SENIOR
          CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
          CLASS
          M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES] [SENIOR CERTIFICATES,
          THE CLASS
          M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
          THE
          CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES] [SENIOR CERTIFICATES,
          THE
          CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
          THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6
          CERTIFICATES] [SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS
          M-2
          CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE
          CLASS
          M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES]
          OF
          THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

        

          
            	
                    Certificate
                      No.

                  	
                    :

                  	 
	 	 	 
	
                    Cut-off
                      Date:

                  	
                    :

                  	
                    May
                      1, 2007

                  
	 	 	 
	
                    First
                      Distribution Date:

                  	
                    :

                  	
                    June
                      25, 2007

                  
	 	 	 
	
                    Initial
                      Certificate Balance

                  	 	 
	
                    of
                      this Certificate

                  	 	 
	
                    (“Denomination”)

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Initial
                      Class Certificate Balance

                  	 	 
	
                    of
                      all Certificates of

                  	 	 
	
                    this
                      Class:

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Pass-Through
                      Rate

                  	
                    :

                  	
                    LIBOR
                      + %

                  
	 	 	 
	
                    CUSIP

                  	
                    :

                  	 
	 	 	 
	
                    ISIN

                  	
                    :

                  	 


          

        

         


        
          
             

          

          
            A-3-1

            
              

            

          

          
             

          

        


        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates, Series 2007-A

        Class
          M-[]

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class with respect to a Trust Fund consisting primarily
          of a
          pool of fixed and adjustable rate mortgage loans (collectively, the
“Loans”).

         

        Popular
          ABS, Inc., as Depositor

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Balance at any time may be less than the
          Certificate Balance as set forth herein. This Certificate does not evidence
          an
          obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Sellers, the Servicer or the Trustee referred to below or any of their
          respective affiliates. Neither this Certificate nor the Loans are guaranteed
          or
          insured by any governmental agency or instrumentality.

         

        This
          certifies that                                 
          is the
          registered owner of the Percentage Interest evidenced by this Certificate
          (obtained by dividing the denomination of this Certificate by the aggregate
          Initial Certificate Balances of all Certificates of the Class to which
          this
          Certificate belongs) in certain monthly distributions with respect to a
          Trust
          Fund consisting primarily of the Loans deposited by Popular ABS, Inc. (the
          “Depositor”).
          The
          Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
          as of
          the Cut-off Date specified above (the “Agreement”)
          among
          the Depositor, Equity One, Inc., a Delaware corporation, Equity One, Inc.,
          a
          Minnesota corporation, Equity One Consumer Loan Company, Inc., a New Hampshire
          corporation, Equity One, Incorporated and Popular Financial Services, LLC,
          as
          sellers (in such capacity, collectively, the “Sellers”),
          Equity One, Inc., a Delaware corporation, as servicer (in such capacity,
          the
“Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          To
          the extent not defined herein, the capitalized terms used herein have the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized signatory
          of the
          Trustee.

         

        *
          *
          *

         

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

        
          

            
              	
                      Dated
                        ______________,
                        20__

                    	
                    	
                      Deutsche
                        Bank National Trust Company,

                    
	
                      Countersigned:

                    	 	
                      as
                        Trustee

                    
	 	 	 
	
                      By:
                        ______________________________

                    	 	
                      
                        By:
                          ______________________________

                      

                    
	
                             
                        Authorized Signatory of 

                    	 	 
	
                             
                        Deutsche Bank National Trust Company,

                    	 	 
	
                             
                        as Trustee

                    	 	 


            

          

        

        



        
          
             

          

          
            A-3-2

            
              

            

          

          
             

          

        



        EXHIBIT
          A-4


         

        Form
          of
          Class B-[] Certificate

         

        [UNLESS
          THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
          TO
          ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
          AND ANY
          CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
          NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
          IS
          MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
          OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
          HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CLASS B-[] CERTIFICATE IS SUBORDINATE TO THE [SENIOR CERTIFICATES, THE
          CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
          CLASS
          M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
          THE
          CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES] [SENIOR CERTIFICATES,
          THE
          CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
          THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
          CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND
          THE
          CLASS B-1 CERTIFICATES][SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES,
          THE
          CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES,
          THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
          CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS B-1 CERTIFICATES AND
          THE
          CLASS B-2 CERTIFICATES] OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND
          IN THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

        

          
            	
                    Certificate
                      No.

                  	
                    :

                  	 
	 	 	 
	
                    Cut-off
                      Date:

                  	
                    :

                  	
                    May
                      1, 2007

                  
	 	 	 
	
                    First
                      Distribution Date:

                  	
                    :

                  	
                    June
                      25, 2007

                  
	 	 	 
	
                    Initial
                      Certificate Balance

                  	 	 
	
                    of
                      this Certificate

                  	 	 
	
                    (“Denomination”)

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Initial
                      Class Certificate Balance

                  	 	 
	
                    of
                      all Certificates of

                  	 	 
	
                    this
                      Class:

                  	
                    :

                  	
                    $

                  
	 	 	 
	
                    Pass-Through
                      Rate

                  	
                    :

                  	
                    LIBOR
                      + %

                  
	 	 	 
	
                    CUSIP

                  	
                    :

                  	 
	 	 	 
	
                    ISIN

                  	
                    :

                  	 


          

        

         


        
          
             

          

          
            A-4-1

            
              

            

          

          
             

          

        


        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates, Series 2007-A

        Class
          B-[]

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class with respect to a Trust Fund consisting primarily
          of a
          pool of fixed and adjustable rate mortgage loans (collectively, the
“Loans”).

         

        Popular
          ABS, Inc., as Depositor

         

        Principal
          in respect of this Certificate is distributable monthly as set forth herein.
          Accordingly, the Certificate Balance at any time may be less than the
          Certificate Balance as set forth herein. This Certificate does not evidence
          an
          obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Sellers, the Servicer or the Trustee referred to below or any of their
          respective affiliates. Neither this Certificate nor the Loans are guaranteed
          or
          insured by any governmental agency or instrumentality.

         

        This
          certifies that                                 
          is the
          registered owner of the Percentage Interest evidenced by this Certificate
          (obtained by dividing the denomination of this Certificate by the aggregate
          Initial Certificate Balances of all Certificates of the Class to which
          this
          Certificate belongs) in certain monthly distributions with respect to a
          Trust
          Fund consisting primarily of the Loans deposited by Popular ABS, Inc. (the
          “Depositor”).
          The
          Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
          as of
          the Cut-off Date specified above (the “Agreement”)
          among
          the Depositor, Equity One, Inc., a Delaware corporation, Equity One, Inc.,
          a
          Minnesota corporation, Equity One Consumer Loan Company, Inc., a New Hampshire
          corporation, Equity One, Incorporated and Popular Financial Services, LLC,
          as
          sellers (in such capacity, collectively, the “Sellers”),
          Equity One, Inc., a Delaware corporation, as servicer (in such capacity,
          the
“Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          To
          the extent not defined herein, the capitalized terms used herein have the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized signatory
          of the
          Trustee.

         

        *
          *
          *

         

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

        
          
            

              
                	
                        Dated
                          ______________,
                          20__

                      	
                      	
                        Deutsche
                          Bank National Trust Company,

                      
	
                        Countersigned:

                      	 	
                        as
                          Trustee

                      
	 	 	 
	
                        By:
                          ______________________________

                      	 	
                        
                          By:
                            ______________________________

                        

                      
	
                               
                          Authorized Signatory of 

                      	 	 
	
                               
                          Deutsche Bank National Trust Company,

                      	 	 
	
                               
                          as Trustee

                      	 	 


              

            

          

          
            


        

        


        



        
          
             

          

          
            A-4-2

            
              

            

          

          
             

          

        



        EXHIBIT
          B-1


         

        Form
          of
          Class R Certificate

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        NEITHER
          THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
          PROPOSED
          TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
          THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

         

        [THIS
          CERTIFICATE REPRESENTS THE “TAX MATTERS PERSON RESIDUAL INTEREST” ISSUED UNDER
          THE AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON
          EXCEPT
          IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE
          SERVICER UNDER SUCH AGREEMENT.]

         

        NEITHER
          THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
          TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
          EFFECT
          THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
          RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO
          SECTION
          4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE
          CONTRARY
          HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
          EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
          OF
          COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
          OF NO
          EFFECT.

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”).
          ANY
          RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER
          THE
          ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
          REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
          REFERRED TO HEREIN.

         


        
          
             

          

          
            B-1-1

            
              

            

          

          
             

          

        


        
          	
                  Certificate
                    No.

                	
                  :

                	 
	
                  Cut-off
                    Date 

                	
                  :

                	
                  May
                    1, 2007

                


        

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates, Series 2007-A

        Class
          R

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class with respect to a Trust Fund consisting primarily
          of a
          pool of fixed and adjustable rate mortgage loans (collectively, the
“Loans”).
          

         

        Popular
          ABS, Inc., as Depositor

         

        This
          Certificate does not evidence an obligation of, or an interest in, and
          is not
          guaranteed by the Depositor, the Sellers, the Servicer or the Trustee referred
          to below or any of their respective affiliates. Neither this Certificate
          nor the
          Loans are guaranteed or insured by any governmental agency or
          instrumentality.

         

        This
          certifies that                                 
          is the
          registered owner of the Percentage Interest (set forth on the face hereof)
          in
          certain monthly distributions with respect to a Trust Fund consisting of
          the
          Loans deposited by Popular ABS, Inc. (the “Depositor”).
          The
          Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
          as of
          the Cut-off Date specified above (the “Agreement”)
          among
          the Depositor, Equity One, Inc., a Delaware corporation, Equity One, Inc.,
          a
          Minnesota corporation, Equity One Consumer Loan Company, Inc., a New Hampshire
          corporation, Equity One, Incorporated and Popular Financial Services, LLC,
          as
          sellers (in such capacity, collectively, the “Sellers”),
          Equity One, Inc., a Delaware corporation, as servicer (in such capacity,
          the
“Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          To
          the extent not defined herein, the capitalized terms used herein have the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        Any
          distribution of the proceeds of any remaining assets of the Trust Fund
          will be
          made only upon presentment and surrender of this Class R Certificate at
          the
          Corporate Trust Office or the office or agency maintained by the Trustee
          in New
          York, New York.

         

        Any
          proposed transfer of a Class R Certificate shall be subject to the restrictions
          on transfer described in Section 5.02 of the Agreement.

         

        No
          transfer of a Class R Certificate shall be made unless the Trustee shall
          have
          received either (i) a representation letter from the transferee of such
          Certificate, acceptable to and in form and substance satisfactory to the
          Trustee, to the effect that such transferee is not an employee benefit
          plan
          subject to Section 406 of ERISA or Section 4975 of the Code, nor a person
          acting
          on behalf of any such plan, which representation letter shall not be an
          expense
          of the Trustee or the Servicer or (ii) in the case of any such Class R
          Certificate presented for registration in the name of an employee benefit
          plan
          subject to ERISA, or Section 4975 of the Code (or comparable provisions
          of any
          subsequent enactment), or a trustee of any such plan or any other person
          acting
          on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee
          and the Servicer to the effect that the purchase or holding of such Class
          R
          Certificate will not result in the assets of the Trust Fund and the External
          Trust being deemed to be “plan assets” and subject to the prohibited transaction
          provisions of ERISA and the Code and will not subject the Trustee or the
          Servicer to any obligation in addition to those undertaken in the Agreement,
          which Opinion of Counsel shall not be an expense of the Trustee or the
          Servicer.
          Notwithstanding anything else to the contrary herein, any purported transfer
          of
          a Class R Certificate to or on behalf of an employee benefit plan subject
          to
          ERISA or to the Code without the opinion of counsel satisfactory to the
          Trustee
          as described above shall be void and of no effect.

         


        
          
             

          

          
            B-1-2

            
              

            

          

          
             

          

        


        Each
          Holder of this Class R Certificate will be deemed to have agreed to be
          bound by
          the restrictions of the Agreement, including but not limited to the restrictions
          that (i) each person holding or acquiring any Ownership Interest in this
          Class R
          Certificate must be a Permitted Transferee, (ii) no Ownership Interest
          in this
          Class R Certificate may be transferred without delivery to the Trustee
          of (a) a
          transfer affidavit of the proposed transferee and (b) a transfer certificate
          of
          the transferor, each of such documents to be in the form described in the
          Agreement, (iii) each person holding or acquiring any Ownership Interest
          in this
          Class R Certificate must agree to require a transfer affidavit and to deliver
          a
          transfer certificate to the Trustee as required pursuant to the Agreement,
          (iv)
          each person holding or acquiring an Ownership Interest in this Class R
          Certificate must agree not to transfer an Ownership Interest in this Class
          R
          Certificate if it has actual knowledge that the proposed transferee is
          not a
          Permitted Transferee and (v) any attempted or purported transfer of any
          Ownership Interest in this Class R Certificate in violation of such restrictions
          will be absolutely null and void and will vest no rights in the purported
          transferee.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized signatory
          of the
          Trustee.

         

        *
          *
          *

         

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

        
          
            

              
                	
                        Dated
                          ______________,
                          20__

                      	 	 
	 	 	 
	
                      	
                      	
                        Deutsche
                          Bank National Trust Company,

                      
	
                      	 	
                        as
                          Trustee

                      
	 	 	 
	 	 	
                        By:
                          ______________________________

                      
	 	 	 
	
                        Countersigned:

                      	 	 
	 	 	 
	
                        By:
                          ______________________________

                      	 	
                         

                      
	
                               
                          Authorized Signatory of 

                      	 	 
	
                               
                          Deutsche Bank National Trust Company,

                      	 	 
	
                               
                          as Trustee

                      	 	 


              

            

          

          

          

        

        


        



        
          
             

          

          
            B-1-3

            
              

            

          

          
             

          

        



        EXHIBIT
          B-2

         

        Form
          of
          Class X Certificate

        


        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        NEITHER
          THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
          TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A REPRESENTATION LETTER TO
          THE
          EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
          THE
          EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN
          SUBJECT
          TO SECTION 4975 OF THE CODE, OR (II) IF THIS CERTIFICATE HAS BEEN THE SUBJECT
          OF
          AN ERISA QUALIFYING UNDERWRITING, A REPRESENTATION THAT THE TRANSFEREE
          IS
          PURCHASING SUCH CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
          GENERAL ACCOUNT”, AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
          (“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF SUCH CERTIFICATES ARE
          COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (III) AN OPINION OF
          COUNSEL
          IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
          NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER
          OF
          THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO
          ERISA OR
          TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
          AS
          DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

         

        THIS
          CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED
          (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
          THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
          REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
          OF
          THE AGREEMENT REFERRED TO HEREIN.

         


        
          
             

          

          
            B-2-1

            
              

            

          

          
             

          

        


        
          	
                  Certificate
                    No.

                	
                  :

                	
                  1

                
	
                  Cut-off
                    Date

                	
                  :
                    

                	
                  May
                    1, 2007

                
	
                  Percentage
                    Interest

                	
                  :

                	
                  __.__%

                


        

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates, Series 2007-A

        Class
          X

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class with respect to a Trust Fund consisting primarily
          of a
          pool of fixed and adjustable rate mortgage loans (collectively, the
“Loans”).
          

         

        Popular
          ABS, Inc., as Depositor

         

        This
          Certificate does not evidence an obligation of, or an interest in, and
          is not
          guaranteed by the Depositor, the Sellers, the Servicer or the Trustee referred
          to below or any of their respective affiliates. Neither this Certificate
          nor the
          Loans are guaranteed or insured by any governmental agency or
          instrumentality.

         

        This
          certifies that Popular ABS, Inc. is the registered owner of the Percentage
          Interest (set forth on the face hereof) in certain monthly distributions
          with
          respect to a Trust Fund consisting of the Loans deposited by Popular ABS,
          Inc.
          (the “Depositor”). The Trust Fund was created pursuant to a Pooling and
          Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, Equity One, Inc., a Delaware corporation,
          Equity One, Inc., a Minnesota corporation, Equity One Consumer Loan Company,
          Inc., a New Hampshire corporation, Equity One, Incorporated and Popular
          Financial Services, LLC, as sellers (in such capacity, collectively, the
          “Sellers”),
          Equity One, Inc., a Delaware corporation, as servicer (in such capacity,
          the
“Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          To
          the extent not defined herein, the capitalized terms used herein have the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        No
          transfer of a Class X Certificate shall be made unless the Trustee shall
          have
          received either (i) a representation letter from the transferee of such
          Certificate, acceptable to and in form and substance satisfactory to the
          Trustee, to the effect that such transferee is not an employee benefit
          plan
          subject to Section 406 of ERISA or Section 4975 of the Code, nor a person
          acting
          on behalf of any such plan, which representation letter shall not be an
          expense
          of the Trustee or the Servicer, (ii) if the Class X Certificate has been
          the
          subject of an ERISA Qualifying Underwriting and the transferee is an insurance
          company, a representation that the transferee is an insurance company which
          is
          purchasing such Certificate with funds contained in an “insurance company
          general account”, as defined in Prohibited Transaction Class Exemption 95-60
          (“PTCE
          95-60”)
          and
          that the purchase and holding of the Certificate is covered under Sections
          I and
          III of PTCE 95-60 or (iii) in the case of any such Class X Certificate
          presented for registration in the name of an employee benefit plan subject
          to
          ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent
          enactment), or a trustee of any such plan or any other person acting on
          behalf
          of any such plan, an Opinion of Counsel satisfactory to the Trustee and
          the
          Servicer to the effect that the purchase or holding of such Class X Certificate
          will not result in the assets of the Trust Fund and the External Trust
          being
          deemed to be “plan assets” and subject to the prohibited transaction provisions
          of ERISA and the Code and will not subject the Trustee or the Servicer
          to any
          obligation in addition to those undertaken in the Agreement, which Opinion
          of
          Counsel shall not be an expense of the Trustee or the Servicer. Notwithstanding
          anything else to the contrary herein, any purported transfer of a Class
          X
          Certificate to or on behalf of an employee benefit plan subject to ERISA
          or to
          the Code without the opinion of counsel satisfactory to the Trustee as
          described
          above shall be void and of no effect.

         


        
          
             

          

          
            B-2-2

            
              

            

          

          
             

          

        


        Any
          distribution of the proceeds of any remaining assets of the Trust Fund
          will be
          made only upon presentment and surrender of this Class X Certificate at
          the
          Corporate Trust Office or the office or agency maintained by the Trustee
          in New
          York, New York.

         

        Reference
          is hereby made to the further provisions of this Certificate set forth
          on the
          reverse hereof, which further provisions shall for all purposes have the
          same
          effect as if set forth at this place.

         

        This
          Certificate shall not be entitled to any benefit under the Agreement or
          be valid
          for any purpose unless manually countersigned by an authorized signatory
          of the
          Trustee.

         

        *
          *
          *

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

        
          

            
              	
                      Dated
                        ______________,
                        20__

                    	 	 
	 	 	 
	
                    	
                    	
                      Deutsche
                        Bank National Trust Company,

                    
	
                    	 	
                      as
                        Trustee

                    
	 	 	 
	 	 	
                      By:
                        ______________________________

                    
	 	 	
                      
                        Name:

                      

                    
	
                      Countersigned:

                    	 	
                      Title:

                    
	 	 	 
	
                      By:
                        ______________________________

                    	 	
                       

                    
	
                             
                        Authorized Signatory of 

                    	 	 
	
                             
                        Deutsche Bank National Trust Company,

                    	 	 
	
                             
                        as Trustee

                    	 	 


            

          

        

        



        
          
             

          

          
            B-2-3

            
              

            

          

          
             

          

        



        EXHIBIT
          C

         

        Form
          of
          Reverse of Certificates

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Popular ABS, Inc. Mortgage Pass-Through Certificates, of the Series specified
          on
          the face hereof (herein collectively called the “Certificates”),
          and
          representing a beneficial ownership interest in the Trust Fund created
          by the
          Agreement.

         

        The
          Certificateholder, by its acceptance of this Certificate, agrees that it
          will
          look solely to the funds on deposit in the Distribution Account for payment
          hereunder and that the Trustee is not liable to the Certificateholders
          for any
          amount payable under this Certificate or the Agreement or, except as expressly
          provided in the Agreement, subject to any liability under the
          Agreement.

         

        This
          Certificate does not purport to summarize the Agreement and reference is
          made to
          the Agreement for the interests, rights and limitations of rights, benefits,
          obligations and duties evidenced thereby, and the rights, duties and immunities
          of the Trustee.

         

        Pursuant
          to the terms of the Agreement, a distribution will be made on the 25th
          day of
          each month or, if such 25th day is not a Business Day, the Business Day
          immediately following (the “Distribution
          Date”),
          commencing on the first Distribution Date specified on the face hereof,
          to the
          Person in whose name this Certificate is registered at the close of business
          on
          the applicable Record Date in an amount equal to the product of the Percentage
          Interest evidenced by this Certificate and the amount required to be distributed
          to Holders of Certificates of the Class to which this Certificate belongs
          on
          such Distribution Date pursuant to the Agreement. 

         

        Distributions
          on this Certificate shall be made by wire transfer of immediately available
          funds to the account of the Holder hereof at a bank or other entity having
          appropriate facilities therefor, if such Certificateholder shall have so
          notified the Trustee in writing at least five Business Days prior to the
          related
          Record Date and such Certificateholder shall satisfy the conditions to
          receive
          such form of payment set forth in the Agreement, or, if not, by check mailed
          by
          first class mail to the address of such Certificateholder appearing in
          the
          Certificate Register. The final distribution on each Certificate will be
          made in
          like manner, but only upon presentment and surrender of such Certificate
          at the
          Corporate Trust Office or such other location specified in the notice to
          Certificateholders of such final distribution.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Trustee
          and
          the rights of the Certificateholders under the Agreement at any time by
          the
          Sellers, Depositor, the Servicer and the Trustee with the consent of the
          Holders
          of Certificates affected by such amendment evidencing the requisite Percentage
          Interest, as provided in the Agreement. Any such consent by the Holder
          of this
          Certificate shall be conclusive and binding on such Holder and upon all
          future
          Holders of this Certificate and of any Certificate issued upon the transfer
          hereof or in exchange therefor or in lieu hereof whether or not notation
          of such
          consent is made upon this Certificate. The Agreement also permits the amendment
          thereof, in certain limited circumstances, without the consent of the Holders
          of
          any of the Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          of
          the Trustee upon surrender of this Certificate for registration of transfer
          at
          the applicable Corporate Trust Office, accompanied by a written instrument
          of
          transfer in form satisfactory to the Trustee and the Certificate Registrar
          duly
          executed by the Holder hereof or such holder’s attorney duly authorized in
          writing, and thereupon one or more new Certificates of the same Class in
          authorized denominations and evidencing the same aggregate Percentage Interest
          in the Trust Fund will be issued to the designated transferee or
          transferees.

         


        
          
             

          

          
            C-1

            
              

            

          

          
             

          

        


        The
          Certificates are issuable only as registered Certificates without coupons
          in
          denominations specified in the Agreement. As provided in the Agreement
          and
          subject to certain limitations therein set forth, Certificates are exchangeable
          for new Certificates of the same Class in authorized denominations and
          evidencing the same aggregate Percentage Interest, as requested by the
          Holder
          surrendering the same.

         

        No
          service charge will be made for any such registration of transfer or exchange,
          but the Trustee may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

         

        The
          Depositor, the Servicer, the Sellers and the Trustee and any agent of the
          Depositor or the Trustee may treat the Person in whose name this Certificate
          is
          registered as the owner hereof for all purposes, and neither the Depositor,
          the
          Trustee, nor any such agent shall be affected by any notice to the
          contrary.

         

        On
          any
          Distribution Date on which the Pool Principal Balance is less than 10%
          of the
          Cut-off Date Pool Principal Balance, the Servicer will have the option
          to
          repurchase, in whole, from the Trust Fund all remaining Loans and all property
          acquired in respect of the Loans at a purchase price determined as provided
          in
          the Agreement. In the event that no such optional termination occurs, the
          obligations and responsibilities created by the Agreement will terminate
          upon
          the later of the maturity or other liquidation (or any advance with respect
          thereto) of the last Loan remaining in the Trust Fund or the disposition
          of all
          property in respect thereof and the distribution to Certificateholders
          of all
          amounts required to be distributed pursuant to the Agreement. In no event,
          however, will the trust created by the Agreement continue beyond the expiration
          of 21 years from the death of the last survivor of the descendants living
          at the
          date of the Agreement of a certain person named in the Agreement.

         

        Any
          term
          used herein that is defined in the Agreement shall have the meaning assigned
          in
          the Agreement, and nothing herein shall be deemed inconsistent with that
          meaning.

         


        
          
             

          

          
            C-2

            
              

            

          

          
             

          

        


        


         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          ______________________________

        _______________________________________________________________________________________________________

        
          
            _______________________________________________________________________________________________________

            _______________________________________________________________________________________________________
(Please
            print or typewrite name and address including postal zip code of
            assignee)

        

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust Fund.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

        
          
            _______________________________________________________________________________________________________

            _______________________________________________________________________________________________________

             

          

        

        Dated:

         

        
          ________________________________

        

        Signature
          by or on behalf of assignor

         

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds to
          ___________________________

        
          _______________________________________________________________________________________________________

          _______________________________________________________________________________________________________

          _______________________________________________________________________________________________________
for
          the
          account of
          _________________________________________________________________________________________

        account
          number ________________________________ or,
          if
          mailed by check, to _______________________________________.

        Applicable
          statements should be mailed to
          ______________________________________________________________________

         

        This
          information is provided by
          _______________________________________________________________________________

        the
          assignee named above, or
          ________________________________________________________________________________

        _______________________________________________________________________________________________________,

        as
          its
          agent.

         

        


         

        


         


        
          
             

          

          
            C-3

            
              

            

          

          
             

          

        



        EXHIBIT
          D

         

        Form
          of
          Initial Certification Of Trustee

         

        [date]

         

        [Depositor]

        [Servicer]

        [Sellers]

        _____________________

         

        _____________________

         

        
          	
                	Re:	
                  Pooling
                    and Servicing Agreement among Popular ABS, Inc., as Depositor,
                    Equity
                    

                  One,
                    Inc., a Delaware corporation, Equity One, Inc., a Minnesota corporation,
                    

                  Equity
                    One Consumer Loan Company, Inc., a New Hampshire corporation,
                    Equity
                    

                  One,
                    Incorporated and Popular Financial Services, LLC, as Sellers,
                    Equity One,
                    

                  Inc.,
                    a Delaware corporation, as Servicer, and Deutsche Bank National
                    Trust
                    

                  Company,
                    as Trustee, Mortgage Pass-Through Certificates, Series
                    2007-A 

                


        

         

        Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Pooling and Servicing
          Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
          hereby certifies that, as to each Loan listed in the Loan Schedule (other
          than
          any Loan paid in full or listed on the attached Exception Report) it has
          received the original Mortgage Note or an executed Affidavit of Lost Note
          in the
          form attached hereto as Annex I, and confirms that, for all Mortgage Notes
          received, the name on the Mortgage Note matches that on the Loan Schedule,
          except as set forth on the Exception Report attached hereto.

         

        Based
          on
          its review and examination and only as to the foregoing documents, such
          documents appear regular on their face and related to such Loan.

         

        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the Pooling and
          Servicing Agreement. The Trustee makes no representations as to: (i) the
          validity, legality, sufficiency, enforceability or genuineness of any of
          the
          documents contained in each Mortgage File of any of the Loans identified
          on the
          Loan Schedule, or (ii) the collectibility, insurability, effectiveness
          or
          suitability of any such Loan.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement.

         

        Deutsche
          Bank National Trust Company,

        as
          Trustee

        


        


        By:
          ___________________________

        Name:

        Title:

         


        
          
             

          

          
            D-1

            
              

            

          

          
             

          

        



        Annex
          I

         

        AFFIDAVIT
          OF LOST NOTE

        

          
            	
                    COMMONWEALTH
                      OF PENNSYLVANIA

                  	
                    :

                  
	 	
                    :
                      SS

                  
	
                    COUNTY
                      OF PHILADELPHIA

                  	
                    :

                  


          

        

        
           

        

        The
          undersigned, being duly sworn, deposes and says that:

         

        1.
          ________________,
          a
          ____________ corporation
          (the “Holder”) is the owner of a note dated __________ of
          _________,
          in the
          principal amount of
$                         (the
          “Note”).

         

        2. The
          Holder has not pledged or disposed of the Note in any manner whatsoever
          to any
          person nor given any person authority to transfer or pledge the
          same.

         

        3. The
          Holder does not know of the whereabouts of the Note and believes the Note
          has
          been lost or destroyed.

         

        4. The
          Holder makes this affidavit to Deutsche Bank National Trust Company (“Trustee”)
          in order to induce the Trustee to issue its initial certification pursuant
          to
          Section 2.02 of the Pooling and Servicing Agreement dated as of May 1,
          2007
          among the Trustee, the Holder and the other parties set forth therein,
          without
          an exception therefrom.

         

        5. The
          Holder and its successors and assigns shall at all time indemnify and save
          harmless the Trustee against all loss or damage it might suffer by reason
          of the
          issuance and delivery of a replacement note for the Note, including all
          cost,
          charges, expenses and claims of every kind and nature. 

         

        6. If
          the
          Note shall be found the Holder shall promptly deliver the same to the Trustee
          in
          order that it may be cancelled.

         

        7. The
          undersigned is duly authorized to execute this Affidavit on behalf of the
          Holder.

        

          
            	
                    Date:
                      ______________________

                  	 	
                    [SELLER]

                  
	 	 	 
	_______________________	 	
                    By:_______________________________

                  
	
                    Witness

                  	 	
                    Name:

                  
	 	 	
                    Title:

                  
	 	 	 
	 	 	
                    Deutsche
                      Bank National Trust Company,

                  
	
                  	 	
                    as
                      Trustee

                  
	 	 	 
	 	 	 
	 	 	
                    By:_____________________________

                  
	 	 	
                    Name:

                  
	 	 	
                    Title:

                  


          

        

         

         

        


         


        
          
             

          

          
            D-2

            
              

            

          

          
             

          

        



        EXHIBIT
          E

         

        Form
          of
          Final Certification Of Trustee

         

        [date]

         

        [Depositor]

         

        [Servicer]

         

        [Seller]

         

        _____________________

         

        _____________________

         

        
          	
                	Re:	
                  Pooling
                    and Servicing Agreement among Popular ABS, Inc., as Depositor,
                    Equity
                    

                  One,
                    Inc., a Delaware corporation, Equity One, Inc., a Minnesota corporation,
                    

                  Equity
                    One Consumer Loan Company, Inc., a New Hampshire corporation,
                    Equity
                    

                  One,
                    Incorporated and Popular Financial Services, LLC, as Sellers,
                    Equity One,
                    

                  Inc.,
                    a Delaware corporation, as Servicer, and Deutsche Bank National
                    Trust
                    

                  Company,
                    as Trustee, Mortgage Pass-Through Certificates, Series
                    2007-A 

                


        

         

        Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Pooling and Servicing
          Agreement (the “Pooling
          and Servicing Agreement”),
          the
          undersigned, as Trustee, hereby certifies that as to each Loan listed in
          the
          Loan Schedule (other than any Loan paid in full or listed on the attached
          Exception Report), except as set forth on the Exception Report attached
          hereto,
          it has received:

         

        (i) the
          original Mortgage Note and confirms that the name on the Mortgage Note
          matches
          that on the Loan Schedule; 

         

        (ii) the
          original recorded Mortgage (unless such Mortgage has not yet been returned
          by
          the relevant recording office, as certified by the Depositor;

         

        (iii) the
          original recorded assignment of the Mortgage in the form provided in Section
          2.01(c) of the Pooling and Servicing Agreement;

         

        (iv) the
          original or duplicate original recorded assignment or assignments of the
          Mortgage necessary to show a complete chain of assignment from the originator
          to
          the Seller, unless the Depositor has certified that the related assignment
          has
          not been returned from the applicable recording office; and

         

        (v) the
          original or duplicate original lender’s title policy and all riders thereto or,
          any one of an original title binder, an original preliminary title report
          or an
          original title commitment, or a copy thereof certified by the title company,
          unless the Depositor has certified that such title policy has not yet been
          received from the applicable title insurance company.

         

        Based
          on
          its review and examination and only as to the foregoing documents, (a)
          such
          documents appear regular on their face and related to such Loan, and (b)
          the
          information set forth in items (c), (d), (e) and (i) of the definition
          of the
“Loan Schedule” in Article I of the Pooling and Servicing Agreement accurately
          reflects information set forth in the Mortgage File.

         


        
          
             

          

          
            E-1

            
              

            

          

          
             

          

        


        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the Pooling and
          Servicing Agreement. The Trustee makes no representations as to: (i) the
          validity, legality, sufficiency, enforceability or genuineness of any of
          the
          documents contained in each Mortgage File of any of the Loans identified
          on the
          Loan Schedule, or (ii) the collectibility, insurability, effectiveness
          or
          suitability of any such Loan.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Pooling and Servicing Agreement.

         

        Deutsche
          Bank National Trust Company,

        as
          Trustee

         

        


        By:
          ________________________________

        Name:

        Title:

        



        
          
             

          

          
            E-2

            
              

            

          

          
             

          

        



        EXHIBIT
          F


         

        Form
          of
          Transfer Affidavit

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A


        


        
          	
                  STATE
                    OF

                	
                  )

                	 
	 	
                  )
                    ss:

                	
                
	
                  COUNTY
                    OF

                	
                  )

                	 


        

         

        The
          undersigned, being first duly sworn, deposes and says as follows:

         

        1. The
          undersigned is an officer of                     ,
          the
          proposed Transferee of an Ownership Interest in a Class R Certificate (the
          “Certificate”)
          issued
          pursuant to the Pooling and Servicing Agreement, (the “Agreement”),
          relating to the above-referenced Series, by and among Popular ABS, Inc.,
          as
          depositor (the “Depositor”),
          Equity One, Inc., a Delaware corporation, Equity One, Inc., a Minnesota
          corporation, Equity One Consumer Loan Company, Inc., a New Hampshire
          corporation, Equity One, Incorporated and Popular Financial Services, LLC,
          as
          Sellers, Equity One, Inc., a Delaware corporation, as Servicer, and Deutsche
          Bank National Trust Company, as Trustee. Capitalized terms used, but not
          defined
          herein or in Exhibit 1 hereto, shall have the meanings ascribed to such
          terms in
          the Agreement. The Transferee has authorized the undersigned to make this
          affidavit on behalf of the Transferee.

         

        2. The
          Transferee is, as of the date hereof, and will be, as of the date of the
          Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
          Interest in the Certificate for its own account. The Transferee has no
          knowledge
          that any such affidavit is false.

         

        3. The
          Transferee acknowledges that it understands that as the holder of the residual
          interest, the Transferee may incur tax liabilities in excess of any cash
          flows
          the residual interest generates and the Transferee intends to pay any taxes
          associated with its holding the residual interest as those taxes become
          due.

         

        4. The
          Transferee represents that the conditions specified in either or both of
          subparagraph (a) and (b) of this paragraph are satisfied:

         

        (a)
          The
          requirements of this subparagraph (a) will be met if: the present value
          of the
          anticipated tax liabilities associated with holding the residual interest
          does
          not exceed the sum of: (i) the present value of any consideration given
          to the
          Transferee to acquire the interest, (ii) the present value of the expected
          future distributions on the interest, and (iii) the present value of the
          anticipated tax savings associated with holding the interest as the REMIC
          generates losses. For purposes of this subparagraph (a), the Transferee
          is
          assumed to pay tax at a rate equal to the highest rate of tax specified
          in
          section 11(b)(1) of the Code, and present values are computed using a discount
          rate equal to the applicable federal rate prescribed by section 1274(d)
          of the
          Code, compounded semiannually, or such other rate that the Transferee can
          demonstrate it borrows substantial funds at in the course of its trade
          or
          business from unrelated third parties.

        


        (b)
          The
          requirements of this subparagraph (b) will be met if: (i) at the time of
          the
          transfer, and at the close of each of the Transferee’s two fiscal years
          preceding the year of transfer the Transferee’s gross assets for financial
          reporting purposes exceed $100 million and its net assets for financial
          reporting purposes exceed $10 million, (ii) The Transferee is an eligible
          corporation (within the meaning of section 860L(a)(2) of the Code), (iii)
          The
          Transferee is not a foreign branch of an eligible corporation or any other
          arrangement by which the Residual interest will at any time be subject
          to net
          tax by a foreign country or possession of the United States, (iv) The Transferee
          agrees, in executing this Certificate that any subsequent transfer of the
          Residual interest will be to another eligible corporation in a “qualifying
          transaction,” and (v) the Transferee has not indicated to, nor provided to the
          Transferor any grounds to believe that, the Transferee will not pay the
          taxes
          associated with the residual interest. For purposes of applying this
          subparagraph (b), the Transferee’s gross assets and net assets do not include
          any obligation of any person related to the Transferee within the meaning
          of
          section 860L(g) of the Code, or any other asset if a principal purpose
          for
          holding or acquiring the asset is to permit the Transferee to satisfy the
          requirements of this subparagraph (b), and a “qualifying transaction” is a
          transaction that satisfies the requirements of §4 of Rev. Proc. 2001-12, 2001-3
          I.R.B. 35.

        



        
          
             

          

          
            F-1

            
              

            

          

          
             

          

        


        5. The
          Transferee has been advised of, and understands that (i) a tax will be
          imposed
          on Transfers of the Certificate to Persons that are not Permitted Transferees;
          (ii) such tax will be imposed on the transferor, or, if such Transfer is
          through
          an agent (which includes a broker, nominee or middleman) for a Person that
          is
          not a Permitted Transferee, on the agent; and (iii) the Person otherwise
          liable
          for the tax shall be relieved of liability for the tax if the subsequent
          Transferee furnished to such Person an affidavit that such subsequent Transferee
          is a Permitted Transferee and, at the time of Transfer, such Person does
          not
          have actual knowledge that the affidavit is false.

        


        6. The
          Transferee has been advised of, and understands that a tax will be imposed
          on a
“pass-through entity” holding the Certificate if at any time during the taxable
          year of the pass-through entity a Person that is not a Permitted Transferee
          is
          the record holder of an interest in such entity. The Transferee understands
          that
          such tax will not be imposed for any period with respect to which the record
          holder furnishes to the pass-through entity an affidavit that such record
          holder
          is a Permitted Transferee and the pass-through entity does not have actual
          knowledge that such affidavit is false. (For this purpose, a “pass-through
          entity” includes a regulated investment company, a real estate investment trust
          or common trust fund, a partnership, trust or estate, and certain cooperatives
          and, except as may be provided in Treasury Regulations, persons holding
          interests in pass-through entities as a nominee for another
          Person.)

        


        7. The
          Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
          (attached hereto as Exhibit 2 and incorporated herein by reference) and
          understands the legal consequences of the acquisition of an Ownership Interest
          in the Certificate including, without limitation, the restrictions on subsequent
          Transfers and the provisions regarding voiding the Transfer and mandatory
          sales.
          The Transferee expressly agrees to be bound by and to abide by the provisions
          of
          Section 5.02(c) of the Agreement and the restrictions noted on the face
          of the
          Certificate. The Transferee understands and agrees that any breach of any
          of the
          representations included herein shall render the Transfer to the Transferee
          contemplated hereby null and void.

         

        8. The
          Transferee agrees to require a Transfer Affidavit from any Person to whom
          the
          Transferee attempts to Transfer its Ownership Interest in the Certificate,
          and
          in connection with any Transfer by a Person for whom the Transferee is
          acting as
          nominee, trustee or agent, and the Transferee will not Transfer its Ownership
          Interest or cause any Ownership Interest to be Transferred to any Person
          that
          the Transferee knows is not a Permitted Transferee. In connection with
          any such
          Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
          a
          certificate substantially in the form set forth as Exhibit G to the Agreement
          (a
“Transferor
          Certificate”)
          to the
          effect that such Transferee has no actual knowledge that the Person to
          which the
          Transfer is to be made is not a Permitted Transferee.

         

        9. The
          Transferee does not have the intention to impede the assessment or collection
          of
          any tax legally required to be paid with respect to the
          Certificate.

         


        
          
             

          

          
            F-2

            
              

            

          

          
             

          

        


        10. The
          Transferee’s taxpayer identification number is             .

         

        11. The
          Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

         

        12. The
          Transferee is aware that the Certificate may be a “noneconomic residual
          interest” within the meaning of proposed Treasury regulations promulgated
          pursuant to the Code and that the transferor of a noneconomic residual
          interest
          will remain liable for any taxes due with respect to the income on such
          residual
          interest, unless no significant purpose of the transfer was to impede the
          assessment or collection of tax.

         

        13. The
          Transferee is not an employee benefit plan that is subject to ERISA or
          a plan or
          arrangement that is subject to Section 4975 of the Code, and the Transferee
          is
          not acting on behalf of such a plan or arrangement or using the assets
          of any
          such plan or arrangement to effect the transfer. 

         

        14. The
          Transferee has provided financial statements or other financial information
          requested by the transferor in connection with the transfer of the Class
          R
          Certificates to permit the transferor to assess the financial capability
          of the
          Transferee to pay any such taxes.

        *
          *
          *

        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its duly authorized
          officer and its corporate seal to be hereunto affixed, duly attested, this
              
          day
          of
                  ,
          20  .

        
           

          _________________________________

        

        PRINT
          NAME OF TRANSFEREE

        By:
          ______________________________

        Name:
          ____________________________

        Title:
          _____________________________

         

        [Corporate
          Seal]

         

        ATTEST:

         

        _________________________

        [Assistant]
          Secretary

         

        Personally
          appeared before me the above-named             
          ,
          known
          or proved to me to be the same person who executed the foregoing instrument
          and
          to be the                     
          of the
          Transferee, and acknowledged that he executed the same as his free act
          and deed
          and the free act and deed of the Transferee.

         

        Subscribed
          and sworn before me this     
          day
          of
        
          ,
          20  .

        
          
             

            _________________________________

            NOTARY
              PUBLIC

          

        

         

        My
          Commission expires the     
          day of


                        ,
          20  .

         

        
          
             

          

          
            F-3

            
              

            

          

          
             

          

        

        


        EXHIBIT
          1

        to
          EXHIBIT F

         

        Certain
          Definitions

         

        “Ownership
          Interest”:
          As to
          any Class R Certificate, any ownership interest in such Certificate, including
          any interest in such Certificate as the Holder thereof and any other interest
          therein, whether direct or indirect, legal or beneficial.

         

        “Permitted
          Transferee”:
          Any
          person other than (a) the United States, any State or political subdivision
          thereof, or any agency or instrumentality of any of the foregoing, (b)
          a foreign
          government, International Organization or any agency or instrumentality
          of
          either of the foregoing, (c) an organization (except certain farmers’
cooperatives described in section 521 of the Code) which is exempt from
          tax
          imposed by Chapter 1 of the Code (including the tax imposed by section
          511 of
          the Code on unrelated business taxable income) on any excess inclusions
          (as
          defined in section 860E(c)(l) of the Code) with respect to any Class R
          Certificate, (d) rural electric and telephone cooperatives described in
          section
          1381(a)(2)(C) of the Code, (e) a Person that is not (i) a citizen or
          resident of the United States, (ii) a corporation or partnership (or other
          entity properly treated as a corporation or partnership for U.S. federal
          income
          tax purposes) created or organized in or under the laws of the United States
          or
          any political subdivision thereof, (iii) an estate whose income from sources
          without the United States is includible in gross income for United States
          federal income tax purposes regardless of its connection with the conduct
          of a
          trade or business within the United States, or (iv) a trust if a court
          within
          the United States is able to exercise primary supervision over the
          administration of the trust and one or more United States Persons have
          authority
          to control all substantial decisions of the trust, unless such Person listed
          in
          clause (i), (ii), (iii) or (iv) above has furnished the transferor and
          the
          Trustee with a duly completed Internal Revenue Service Form W-8ECI and
          (f) any
          other Person so designated by the Depositor based upon an Opinion of Counsel
          that the Transfer of an Ownership Interest in a Class R Certificate to
          such
          Person may cause any REMIC hereunder to fail to qualify as one or more
          REMICs at
          any time that the Certificates are outstanding. The terms “United States,”
“State” and “International Organization” shall have the meanings set forth in
          section 7701 of the Code or successor provisions. A corporation will not
          be
          treated as an instrumentality of the United States or of any State or political
          subdivision thereof for these purposes if all of its activities are subject
          to
          tax and, with the exception of the Federal Home Loan Mortgage Corporation,
          a
          majority of its board of directors is not selected by such government unit.
          

        


        “Person”:
          Any
          individual, corporation, partnership, joint venture, bank, joint stock
          company,
          trust (including any beneficiary thereof), unincorporated organization
          or
          government or any agency or political subdivision thereof.

        


        “Transfer”:
          Any
          direct or indirect transfer or sale of any Ownership Interest in a Certificate,
          including the acquisition of a Certificate by the Depositor.

         

        “Transferee”:
          Any
          Person who is acquiring by Transfer any Ownership Interest in a
          Certificate.

         


        
          
             

          

          
            F-4

            
              

            

          

          
             

          

        


        EXHIBIT
          2

        to
          EXHIBIT F

         

        Section
          5.02(c) of the Agreement

        


        (c) Each
          Person who has or who acquires any Ownership Interest in a Class R Certificate
          shall be deemed by the acceptance or acquisition of such Ownership Interest
          to
          have agreed to be bound by the following provisions, and the rights of
          each
          Person acquiring any Ownership Interest in a Class R Certificate are expressly
          subject to the following provisions:

         

        (i)
           Each
          Person holding or acquiring any Ownership Interest in a Class R Certificate
          shall be a Permitted Transferee and shall promptly notify the Trustee of
          any
          change or impending change in its status as a Permitted Transferee.

         

        (ii)
           No
          Ownership Interest in a Class R Certificate may be registered on the Closing
          Date or thereafter transferred, and the Trustee shall not register the
          Transfer
          of any Class R Certificate unless, in addition to the certificates required
          to
          be delivered to the Trustee under subparagraph (b) above, the Trustee shall
          have
          been furnished with an affidavit (a “Transfer
          Affidavit”)
          of the
          initial owner or the proposed transferee in the form attached hereto as
          Exhibit
          F.

         

        (iii) Each
          Person holding or acquiring any Ownership Interest in a Class R Certificate
          shall agree (A) to obtain a Transfer Affidavit from any other Person to
          whom
          such Person attempts to Transfer its Ownership Interest in a Class R
          Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
          such
          Person is acting as nominee, trustee or agent in connection with any Transfer
          of
          a Class R Certificate and (C) not to Transfer its Ownership Interest in
          a Class
          R Certificate or to cause the Transfer of an Ownership Interest in a Class
          R
          Certificate to any other Person if it has actual knowledge that such Person
          is
          not a Permitted Transferee.

         

        (iv) Any
          attempted or purported Transfer of any Ownership Interest in a Class R
          Certificate in violation of the provisions of this Section 5.02(c) shall
          be
          absolutely null and void and shall vest no rights in the purported Transferee.
          If any purported transferee shall become a Holder of a Class R Certificate
          in
          violation of the provisions of this Section 5.02(c), then the last preceding
          Permitted Transferee shall be restored to all rights as Holder thereof
          retroactive to the date of registration of Transfer of such Class R Certificate.
          The Trustee shall be under no liability to any Person for any registration
          of
          Transfer of a Class R Certificate that is in fact not permitted by this
          Section
          or for making any payments due on such Certificate to the Holder thereof
          or
          taking any other action with respect to such Holder under the provisions
          of this
          Agreement so long as the Transfer was registered after receipt of the related
          Transfer Affidavit, Transferor Certificate and either the Rule 144A Letter
          or
          the Investment Letter. The Trustee shall be entitled but not obligated
          to
          recover from any Holder of a Class R Certificate that was in fact not a
          Permitted Transferee at the time it became a Holder or, at such subsequent
          time
          as it became other than a Permitted Transferee, all payments made on such
          Class
          R Certificate at and after either such time. Any such payments so recovered
          by
          the Trustee shall be paid and delivered by the Trustee to the last preceding
          Permitted Transferee of such Certificate.

         

        (v) The
          Depositor shall use its best efforts to make available, upon receipt of
          written
          request from the Trustee, all information necessary to compute any tax
          imposed
          under Section 860E(e) of the Code as a result of a Transfer of an Ownership
          Interest in a Class R Certificate to any Holder who is not a Permitted
          Transferee.

         


        
          
             

          

          
            F-5

            
              

            

          

          
             

          

        


        The
          restrictions on Transfers of a Class R Certificate set forth in this Section
          5.02(c) shall cease to apply (and the applicable portions of the legend
          on a
          Class R Certificate may be deleted) with respect to Transfers occurring
          after
          delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
          shall
          not be an expense of the Trust Fund, the Trustee, the Sellers or the Servicer,
          to the effect that the elimination of such restrictions will not cause
          the Trust
          Fund hereunder to fail to qualify as one or more REMICs at any time that
          the
          Certificates are outstanding or result in the imposition of any tax on
          the Trust
          Fund, a Certificateholder or another Person. Each Person holding or acquiring
          any Ownership Interest in a Class R Certificate hereby consents to any
          amendment
          of this Agreement which, based on an Opinion of Counsel furnished to the
          Trustee, is reasonably necessary (A) to ensure that the record ownership
          of, or
          any beneficial interest in, a Class R Certificate is not transferred, directly
          or indirectly, to a Person that is not a Permitted Transferee and (B) to
          provide
          for a means to compel the Transfer of a Class R Certificate which is held
          by a
          Person that is not a Permitted Transferee to a Holder that is a Permitted
          Transferee.

         

        


         


        
          
             

          

          
            F-6

            
              

            

          

          
             

          

        



        EXHIBIT
          G


         

        Form
          of
          Transferor Certificate

         

        _____________________

        Date

         

        Popular
          ABS, Inc.

        103
          Springer Building

        3411
          Silverside Road

        Wilmington,
          Delaware 19810

        Attention:
          _______________

         

        Deutsche
          Bank National Trust Company 

        _________________________

        _________________________

        Attention:
          _________________

                          
          _________________

         

         

        Re:   
          Popular
          ABS, Inc. Mortgage Pass-Through Certificates, Series 2007-A, Class  
, 

         

        Ladies
          and Gentlemen:

         

        In
          connection with our disposition of the above Certificates we certify that
          (a) we
          understand that the Certificates have not been registered under the Securities
          Act of 1933, as amended (the “Act”),
          and
          are being disposed by us in a transaction that is exempt from the registration
          requirements of the Act, (b) we have not offered or sold any Certificates
          to, or
          solicited offers to buy any Certificates from, any person, or otherwise
          approached or negotiated with any person with respect thereto, in a manner
          that
          would be deemed, or taken any other action which would result in, a violation
          of
          Section 5 of the Act and (c) to the extent we are disposing of a Class
          R
          Certificate, we have no knowledge the Transferee is not a Permitted
          Transferee.

         

        Very
          truly yours,

        
           

          _____________________________

        

        Print
          Name of Transferor

         

        By:
          __________________________

        Authorized
          Officer

         

        


         


        
          
             

          

          
            G-1

            
              

            

          

          
             

          

        



        EXHIBIT
          H


         

        Form
          of
          Investment Letter (Non Rule 144A)

        
           

          _____________________

          Date

        

         

        Popular
          ABS, Inc.

        103
          Springer Building

        3411
          Silverside Road

        Wilmington,
          Delaware 19810

        Attention:
          _________________

         

        Deutsche
          Bank National Trust Company

        _________________________

        
          Attention:
            _________________

                            
            _________________

        

         

        


        
          	 	
                  Re:

                	
                  Popular
                    ABS, Inc. Mortgage Pass-Through Certificates,

                  
                    Series
                      2007-A, Class

                  

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above Certificates we certify that
          (a) we
          understand that the Certificates are not being registered under the Securities
          Act of 1933, as amended (the “Act”),
          or
          any state securities laws and are being transferred to us in a transaction
          that
          is exempt from the registration requirements of the Act and any such laws,
          (b)
          we are an “accredited investor,”
          as defined in Regulation D under the Act, and have such knowledge and experience
          in financial and business matters that we are capable of evaluating the
          merits
          and risks of investments in the Certificates, (c) we have had the opportunity
          to
          ask questions of and receive answers from the Depositor concerning the
          purchase
          of the Certificates and all matters relating thereto or any additional
          information deemed necessary to our decision to purchase the Certificates,
          (d)
          either (i) we are not an employee benefit plan that is subject to the Employee
          Retirement Income Security Act of 1974, as amended, or a plan or arrangement
          that is subject to Section 4975 of the Internal Revenue Code of 1986, as
          amended, nor are we acting on behalf of any such plan or arrangement, nor
          are we
          using the assets of any such plan or arrangement to effect such acquisition,
          or
          (ii) we are an insurance company and are purchasing Certificates, other
          than the
          Class R Certificates, that have been the subject of an ERISA Qualifying
          Underwriting, we are purchasing the Certificates with funds contained in
          an
“insurance company general account”, as defined in Prohibited Transaction Class
          Exemption 95-60 (“PTCE 95-60”) and the purchasing and holding of such
          Certificates are covered by Sections I and III of PTCE 95-60, (e) we are
          acquiring the Certificates for investment for our own account and not with
          a
          view to any distribution of such Certificates (but without prejudice to
          our
          right at all times to sell or otherwise dispose of the Certificates in
          accordance with clause (g) below), (f) we have not offered or sold any
          Certificates to, or solicited offers to buy any Certificates from, any
          person,
          or otherwise approached or negotiated with any person with respect thereto,
          or
          taken any other action which would result in a violation of Section 5 of
          the
          Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates
          unless (1) such sale, transfer or other disposition is made pursuant to
          an
          effective registration statement under the Act or is exempt from such
          registration requirements, and if requested, we will at our expense provide
          an
          opinion of counsel satisfactory to the addressees of this Certificate that
          such
          sale, transfer or other disposition may be made pursuant to an exemption
          from
          the Act, (2) the purchaser or transferee of such Certificate has executed
          and
          delivered to you a certificate to substantially the same effect as this
          certificate, and (3) the purchaser or transferee has otherwise complied
          with any
          conditions for transfer set forth in the Pooling and Servicing
          Agreement.

         


        
          
             

          

          
            H-1

            
              

            

          

          
             

          

        

         

        Very
          truly yours,

        
           

          _____________________________

        

        Print
          Name of Transferor

         

        By:
          __________________________

               
          Authorized Officer


         

         

        


         


        
          
             

          

          
            H-2

            
              

            

          

          
             

          

        



        EXHIBIT
          I


         

        Form
          of
          Rule 144A Letter

        
          
             

            _____________________

            Date

          

           

          Popular
            ABS, Inc.

          103
            Springer Building

          3411
            Silverside Road

          Wilmington,
            Delaware 19810

          Attention:
            _________________

           

          Deutsche
            Bank National Trust Company

          _________________________

          
            _________________________

            Attention:
              _________________

                              
              _________________

          

        

         

        
          	 	
                  Re:

                	
                  Popular
                    ABS, Inc. Mortgage Pass-Through Certificates, Series 2007-A,

                  
                    Class
                        ,

                  

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above Certificates we certify that
          (a) we
          understand that the Certificates are not being registered under the Securities
          Act of 1933, as amended (the “Act”),
          or
          any state securities laws and are being transferred to us in a transaction
          that
          is exempt from the registration requirements of the Act and any such laws,
          (b)
          we have such knowledge and experience in financial and business matters
          that we
          are capable of evaluating the merits and risks of investments in the
          Certificates, (c) we have had the opportunity to ask questions of and receive
          answers from the Depositor concerning the purchase of the Certificates
          and all
          matters relating thereto or any additional information deemed necessary
          to our
          decision to purchase the Certificates, (d) either (i) we are not an employee
          benefit plan that is subject to the Employee Retirement Income Security
          Act of
          1974, as amended, or a plan or arrangement that is subject to Section 4975
          of
          the Internal Revenue Code of 1986, as amended, nor are we acting on behalf
          of
          any such plan or arrangement, nor are we using the assets of any such plan
          or
          arrangement to effect such acquisition, or (ii) we are an insurance company
          and
          are purchasing Certificates, other than the Class R Certificates, that
          have been
          the subject of an ERISA Qualifying Underwriting, we are purchasing the
          Certificates with funds contained in an “insurance company general account”, as
          defined in Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the
          purchasing and holding of such Certificates are covered by Sections I and
          III of
          PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
          transferred, pledged, sold or otherwise disposed of the Certificates, any
          interest in the Certificates or any other similar security to, or solicited
          any
          offer to buy or accept a transfer, pledge or other disposition of the
          Certificates, any interest in the Certificates or any other similar security
          from, or otherwise approached or negotiated with respect to the Certificates,
          any interest in the Certificates or any other similar security with, any
          person
          in any manner, or made any general solicitation by means of general advertising
          or in any other manner, or taken any other action, that would constitute
          a
          distribution of the Certificates under the Act or that would render the
          disposition of the Certificates a violation of Section 5 of the Act or
          require
          registration pursuant thereto, nor will act, nor has authorized or will
          authorize any person to act, in such manner with respect to the Certificates,
          and (f) we are a “qualified institutional buyer”
as
          that term is defined in Rule 144A under the Act and have completed either
          of the
          forms of certification to that effect attached hereto as Annex 1 or Annex
          2. We
          are aware that the sale to us is being made in reliance on Rule 144A. We
          are
          acquiring the Certificates for our own account or for resale pursuant to
          Rule
          144A and further, understand that such Certificates may be resold, pledged
          or
          transferred only (i) to a person reasonably believed to be a qualified
          institutional buyer that purchases for its own account or for the account
          of a
          qualified institutional buyer to whom notice is given that the resale,
          pledge or
          transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
          exemption from registration under the Act.

         


        
          
             

          

          
            I-1

            
              

            

          

          
             

          

        

         

        Very
          truly yours,

        
           

          _____________________________

        

        Print
          Name of Transferor

         

        By:
          __________________________

               
          Authorized Officer


        


         


        
          
             

          

          
            I-2

            
              

            

          

          
             

          

        


        ANNEX
          1 TO EXHIBIT I

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees Other Than Registered Investment Companies]

         

        The
          undersigned (the “Buyer”)
          hereby
          certifies as follows to the parties listed in the Rule 144A Transferee
          Certificate to which this certification relates with respect to the Certificates
          described therein:

         

        1. As
          indicated below, the undersigned is the President, Chief Financial Officer,
          Senior Vice President or other executive officer of the Buyer.

         

        2. In
          connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer”
as
          that term is defined in Rule 144A under the Securities Act of 1933, as
          amended
          (“Rule
          144A”)
          because (i) the Buyer owned and/or invested on a discretionary basis either
          at
          least $100,000,000 in securities or, if Buyer is a dealer, Buyer must own
          and/or
          invest on a discretionary basis at least $10,000,000 in securities (except
          for
          the excluded securities referred to below) as of the end of the Buyer’s most
          recent fiscal year (such amount being calculated in accordance with Rule
          144A
          and (ii) the Buyer satisfies the criteria in the category marked
          below.

         

        
          	 	
                  ___

                	
                  Corporation,
                    etc.
                    The Buyer is a corporation (other than a bank, savings and loan
                    association or similar institution), Massachusetts or similar
                    business
                    trust, partnership, or charitable organization described in Section
                    501(c)(3) of the Internal Revenue Code of 1986, as
                    amended.

                


        

         

        
          	 	
                  ___

                	
                  Bank.
                    The Buyer (a) is a national bank or banking institution organized
                    under
                    the laws of any State, territory or the District of Columbia,
                    the business
                    of which is substantially confined to banking and is supervised
                    by the
                    State or territorial banking commission or similar official or
                    is a
                    foreign bank or equivalent institution, and (b) has an audited
                    net worth
                    of at least $25,000,000 as demonstrated in its latest annual
                    financial
                    statements, a
                    copy of which is attached hereto.

                


        

         

        
          	 	
                  ___

                	
                  Savings
                    and Loan.
                    The Buyer (a) is a savings and loan association, building and
                    loan
                    association, cooperative bank, homestead association or similar
                    institution, which is supervised and examined by a State or Federal
                    authority having supervision over any such institutions or is
                    a foreign
                    savings and loan association or equivalent institution and (b) has an
                    audited net worth of at least $25,000,000 as demonstrated in
                    its latest
                    annual financial statements, a
                    copy of which is attached hereto.

                


        

         

        
          	 	
                  ___

                	
                  Broker-dealer.
                    The Buyer is a dealer registered pursuant to Section 15 of the
                    Securities
                    Exchange Act of 1934.

                


        

         

        
          	 	
                  ___

                	
                  Insurance
                    Company.
                    The Buyer is an insurance company whose primary and predominant
                    business
                    activity is the writing of insurance or the reinsuring of risks
                    underwritten by insurance companies and which is subject to supervision
                    by
                    the insurance commissioner or a similar official or agency of
                    a State,
                    territory or the District of
                    Columbia.

                


        

         

        
          	 	
                  ___

                	
                  State
                    or Local Plan.
                    The Buyer is a plan established and maintained by a State, its
                    political
                    subdivisions, or any agency or instrumentality of the State or
                    its
                    political subdivisions, for the benefit of its
                    employees.

                


        

         

        
          	 	
                  ___

                	
                  ERISA
                    Plan.
                    The Buyer is an employee benefit plan within the meaning of Title
                    I of the
                    Employee Retirement Income Security Act of
                    1974.

                


        

         


        
          
             

          

          
            I-3

            
              

            

          

          
             

          

        


        
          	 	
                  ___

                	
                  Investment
                    Advisor.
                    The Buyer is an investment advisor registered under the Investment
                    Advisors Act of 1940.

                


        

         

        
          	 	
                  ___

                	
                  Small
                    Business Investment Company.
                    Buyer is a small business investment company licensed by the
                    U.S. Small
                    Business Administration under Section 301(c) or (d) of the Small
                    Business Investment Act of 1958.

                


        

         

        
          	 	
                  ___

                	
                  Business
                    Development Company.
                    Buyer is a business development company as defined in Section 202(a)
                    (22) of the Investment Advisors Act of
                    1940.

                


        

         

        3. The
          term
“securities”
as
          used
          herein does
          not include
          (i)
          securities of issuers that are affiliated with the Buyer, (ii) securities
          that
          are part of an unsold allotment to or subscription by the Buyer, if the
          Buyer is
          a dealer, (iii) securities issued or guaranteed by the U.S. or any
          instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
          (v) loan participations, (vi) repurchase agreements, (vii) securities owned
          but
          subject to a repurchase agreement and (viii) currency, interest rate and
          commodity swaps.

         

        4. For
          purposes of determining the aggregate amount of securities owned and/or
          invested
          on a discretionary basis by the Buyer, the Buyer used the cost of such
          securities to the Buyer and did not include any of the securities referred
          to in
          the preceding paragraph, except (i) where the Buyer reports its securities
          holdings in its financial statements on the basis of their market value,
          and
          (ii) no current information with respect to the cost of those securities
          has
          been published. If clause (ii) in the preceding sentence applies, the securities
          may be valued at market. Further, in determining such aggregate amount,
          the
          Buyer may have included securities owned by subsidiaries of the Buyer,
          but only
          if such subsidiaries are consolidated with the Buyer in its financial statements
          prepared in accordance with generally accepted accounting principles and
          if the
          investments of such subsidiaries are managed under the Buyer’s direction.
          However, such securities were not included if the Buyer is a majority-owned,
          consolidated subsidiary of another enterprise and the Buyer is not itself
          a
          reporting company under the Securities Exchange Act of 1934, as
          amended.

         

        5. The
          Buyer
          acknowledges that it is familiar with Rule 144A and understands that the
          seller
          to it and other parties related to the Certificates are relying and will
          continue to rely on the statements made herein because one or more sales
          to the
          Buyer may be in reliance on Rule 144A.

         

        6. Until
          the
          date of purchase of the Rule 144A Securities, the Buyer will notify each
          of the
          parties to which this certification is made of any changes in the information
          and conclusions herein. Until such notice is given, the Buyer’s purchase of the
          Certificates will constitute a reaffirmation of this certification as of
          the
          date of such purchase. In addition, if the Buyer is a bank or savings and
          loan
          is provided above, the Buyer agrees that it will furnish to such parties
          updated
          annual financial statements promptly after they become available.

         

        
           

           

          
             

            _____________________________

            Print
              Name of Buyer

             

            By:
              __________________________

            Name:

            Title:

             

            Date:
              _________________________

          

        

         


        
          
             

          

          
            I-4

            
              

            

          

          
             

          

        


        ANNEX
          2 TO EXHIBIT I

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees That are Registered Investment Companies]

         

        The
          undersigned (the “Buyer”)
          hereby
          certifies as follows to the parties listed in the Rule 144A Transferee
          Certificate to which this certification relates with respect to the Certificates
          described therein:

         

        1. As
          indicated below, the undersigned is the President, Chief Financial Officer
          or
          Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer”
as
          that term is defined in Rule 144A under the Securities Act of 1933, as
          amended
          (“Rule
          144A”)
          because Buyer is part of a Family of Investment Companies (as defined below),
          is
          such an officer of the Adviser.

         

        2. In
          connection with purchases by Buyer, the Buyer is a “qualified institutional buyer”
as
          defined in SEC Rule 144A because (i) the Buyer is an investment company
          registered under the Investment Company Act of 1940, as amended and (ii)
          as
          marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
          owned at least $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer’s most recent fiscal year. For
          purposes of determining the amount of securities owned by the Buyer or
          the
          Buyer’s Family of Investment Companies, the cost of such securities was used,
          except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
          its securities holdings in its financial statements on the basis of their
          market
          value, and (ii) no current information with respect to the cost of those
          securities has been published. If clause (ii) in the preceding sentence
          applies,
          the securities may be valued at market.

         

        
          	 	
                  ___

                	
                  The
                    Buyer owned $            
                    in
                    securities (other than the excluded securities referred to below)
                    as of
                    the end of the Buyer’s most recent fiscal year (such amount being
                    calculated in accordance with Rule
                    144A).

                


        

         

        
          	 	
                  ___

                	
                  The
                    Buyer is part of a Family of Investment Companies which owned
                    in the
                    aggregate $        
                    in
                    securities (other than the excluded securities referred to below)
                    as of
                    the end of the Buyer’s most recent fiscal year (such amount being
                    calculated in accordance with Rule
                    144A).

                


        

         

        3. The
          term
“Family
          of Investment Companies”
as
          used
          herein means two or more registered investment companies (or series thereof)
          that have the same investment adviser or investment advisers that are affiliated
          (by virtue of being majority owned subsidiaries of the same parent or because
          one investment adviser is a majority owned subsidiary of the
          other).

         

        4. The
          term
“securities”
as
          used
          herein does not include (i) securities of issuers that are affiliated with
          the
          Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
          issued or guaranteed by the U.S. or any instrumentality thereof, (iii)
          bank
          deposit notes and certificates of deposit, (iv) loan participations, (v)
          repurchase agreements, (vi) securities owned but subject to a repurchase
          agreement and (vii) currency, interest rate and commodity swaps.

         

        5. The
          Buyer
          is familiar with Rule 144A and understands that the parties listed in the
          Rule
          144A Transferee Certificate to which this certification relates are relying
          and
          will continue to rely on the statements made herein because one or more
          sales to
          the Buyer will be in reliance on Rule 144A. In addition, the Buyer will
          only
          purchase for the Buyer’s own account.

         

        6. Until
          the
          date of purchase of the Certificates, the undersigned will notify the parties
          listed in the Rule 144A Transferee Certificate to which this certification
          relates of any changes in the information and conclusions herein. Until
          such
          notice is given, the Buyer’s purchase of the Certificates will constitute a
          reaffirmation of this certification by the undersigned as of the date of
          such
          purchase.

         


        
          
             

          

          
            I-5

            
              

            

          

          
             

          

        


        


         

        
           

          ________________________________

                  Print
            Name of Buyer or Adviser

        

         

        By:
          _____________________________

        Name:

        Title:

         

        IF
          AN
          ADVISER:

        
           

          ________________________________

                  
Print
            Name of Buyer

        

        


         

        Date:
          ____________________________

         

        


         

        


         


        
          
             

          

          
            I-6

            
              

            

          

          
             

          

        



        EXHIBIT
          J


         

        Form
          of
          Request for Release of Documents

         

        Popular
          ABS, Inc.

        Mortgage
          Pass-Through Certificates

        Series
          2007-A

         

        
          	To: ________________________	
                  Attn: ________________________

                  _____________________________

                


        

            

        
          	
                	Re:	
                  Pooling
                    and Servicing Agreement among Popular ABS, Inc., as Depositor,
                    Equity
                    

                  One,
                    Inc., a Delaware corporation, Equity One, Inc., a Minnesota corporation,
                    

                  Equity
                    One Consumer Loan Company, Inc., a New Hampshire corporation,
                    Equity
                    

                  One,
                    Incorporated and Popular Financial Services, LLC, as Sellers,
                    Equity One,
                    

                  Inc.,
                    a Delaware corporation, as Servicer, and Deutsche Bank National
                    Trust
                    

                  Company,
                    as Trustee, Mortgage Pass-Through Certificates, Series
                    2007-A 

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with the administration of the Loans held by you as Trustee
          for the
          Popular ABS, Inc. Mortgage Pass-Through Certificates, Series 2007-A, we
          request
          the release of the Mortgage File for the Loan(s) described below, for the
          reason
          indicated.

         

        
          	
                  FT
                    Account #:

                	
                  Pool
                    #:

                
	 	 
	
                  Mortgagor’s
                    Name, Address and Zip Code:

                	 
	 	 
	
                  Loan
                    Number:

                	 
	 	 
	
                  Reason
                    for Requesting Documents (check one)

                	 
	 	 


        

        
          	 	
                  1.

                	
                  Loan
                    paid in full (_______________________ hereby certifies that all
                    amounts
                    have been received.)

                


        

         

        
          	 	
                  2.

                	
                  Loan
                    Liquidated (___________________________ hereby certifies that
                    all proceeds
                    of foreclosure, insurance, or other liquidation have been finally
                    received.)

                


        

         

        
          	 	
                  3.

                	
                  Loan
                    in Foreclosure.

                


        

         

        
          	 	
                  4.

                	
                  Other
                    (explain):

                


        

         

        The
          Documents and any proceeds thereof, including any proceeds of proceeds,
          coming
          into the possession or control of the Servicer shall be deposited into
          the
          Certificate Account, and the Servicer shall keep the Documents and any
          proceeds
          separate and distinct from all other property in the Servicer’s possession,
          custody or control.

         


        
          
             

          

          
            J-1

            
              

            

          

          
             

          

        


        If
          item 1
          or 2 above is checked, and if all or part of the Mortgage File was previously
          released to us, please release to us our previous receipt on file with
          you, as
          well as any additional documents in your possession relating to the
          above-specified Loan. If item 3 or 4 is checked, upon return of all of
          the above
          documents to you as Trustee, please acknowledge your receipt by signing
          in the
          space indicated below, and returning this form.

         

        ____________________________

        ____________________________

        ____________________________

         

         

        By:
          _________________________________

        Name:
          _______________________________

        Title:
          ________________________________

        Date:
          ________________________________

         

        


        


        TRUSTEE
          CONSENT TO RELEASE AND

        ACKNOWLEDGEMENT
          OF RECEIPT

         

        
          By:
            _________________________________

          Name:
            _______________________________

          Title:
            ________________________________

          Date:
            ________________________________

        

         

        


         

        


         


        
          
             

          

          
            J-2

            
              

            

          

          
             

          

        



        EXHIBIT
          K


         

        Form
          of
          Reporting Document

         

        BLOOMBERG
          FILE LAYOUT

        

          
            	
                    Field
                      Name

                  	
                    Length

                  	
                    Start

                  	
                    End

                  	
                    Format/Description

                  
	
                    Loan
                      Number

                  	
                    10

                  	
                    1

                  	
                    10

                  	
                    X(10)
                      Last 10 digits of loan ID

                  
	
                    OMCR

                  	
                    3

                  	
                    11

                  	
                    13

                  	
                    X(3)
                      For commercial mtg only

                  
	
                    Property
                      Type Code

                  	
                    1

                  	
                    14

                  	
                    14

                  	
                    9

                  
	
                    Filler

                  	
                    4

                  	
                    15

                  	
                    18

                  	
                    X(4)

                  
	
                    Loan
                      Purpose Code

                  	
                    1

                  	
                    19

                  	
                    19

                  	
                    9

                  
	
                    Filler

                  	
                    2

                  	
                    20

                  	
                    21

                  	
                    X(2)

                  
	
                    Loan
                      Type Code

                  	
                    1

                  	
                    22

                  	
                    22

                  	
                    9

                  
	
                    Filler

                  	
                    2

                  	
                    23

                  	
                    24

                  	
                    X(2)

                  
	
                    Current
                      Interest Rate

                  	
                    6

                  	
                    25

                  	
                    30

                  	
                    99.999

                  
	
                    Filler

                  	
                    4

                  	
                    31

                  	
                    34

                  	
                    X(4)

                  
	
                    Original
                      Loan Balance

                  	
                    11

                  	
                    35

                  	
                    45

                  	
                    9(8).99

                  
	
                    Ending
                      Sch Loan Bal

                  	
                    11

                  	
                    46

                  	
                    56

                  	
                    9(5).99

                  
	
                    Filler

                  	
                    10

                  	
                    57

                  	
                    66

                  	
                    X(10)

                  
	
                    First
                      Payment Date

                  	
                    4

                  	
                    67

                  	
                    70

                  	
                    MMYY

                  
	
                    Maturity
                      Date

                  	
                    4

                  	
                    71

                  	
                    74

                  	
                    MMYY

                  
	
                    Curr
                      P&I Payment

                  	
                    8

                  	
                    75

                  	
                    82

                  	
                    9(5).99

                  
	
                    Servicing
                      Fee Rate

                  	
                    5

                  	
                    83

                  	
                    87

                  	
                    9.999

                  
	
                    Orig
                      Stated Term

                  	
                    3

                  	
                    88

                  	
                    90

                  	
                    999

                  
	
                    Filler

                  	
                    1

                  	
                    91

                  	
                    91

                  	
                    X

                  
	
                    Loan
                      Status Code

                  	
                    2

                  	
                    92

                  	
                    93

                  	
                    99

                  
	
                    Filler

                  	
                    2

                  	
                    94

                  	
                    94

                  	
                    X

                  
	
                    Orig
                      LTV Ratio

                  	
                    5

                  	
                    95

                  	
                    99

                  	
                    999.9

                  
	
                    Filler

                  	
                    1

                  	
                    100

                  	
                    100

                  	
                    X

                  
	
                    State
                      Code

                  	
                    2

                  	
                    101

                  	
                    102

                  	
                    XX

                  
	
                    Filler

                  	
                    9

                  	
                    103

                  	
                    111

                  	
                    X(9)

                  
	
                    Paid
                      Thru Date

                  	
                    6

                  	
                    112

                  	
                    117

                  	
                    MMYYDD

                  
	
                    Filler

                  	
                    1

                  	
                    118

                  	
                    118

                  	
                    X

                  
	
                    Adjustable
                      Rate Code

                  	
                    1

                  	
                    119

                  	
                    119

                  	
                    X     
                       A
                      =ARM, Blank =Fixed

                  
	
                    Filler

                  	
                    11

                  	
                    120

                  	
                    130

                  	
                    X(11)

                  
	
                    Balloon
                      Flag

                  	
                    1

                  	
                    131

                  	
                    131

                  	
                    X      
                      B
                      =
                      Balloon, Blank - Not

                  
	
                    Filler

                  	
                    1

                  	
                    132

                  	
                    132

                  	
                    X

                  
	
                    Latest
                      Appraisal Value

                  	
                    11

                  	
                    133

                  	
                    143

                  	
                    9(8).99

                  
	
                    Filler

                  	
                    16

                  	
                    144

                  	
                    159

                  	
                    X(16)

                  
	
                    Pymt
                      Frequency Indicator

                  	
                    1

                  	
                    160

                  	
                    160

                  	
                    9

                  
	
                    Filter

                  	
                    18

                  	
                    161

                  	
                    178

                  	
                    X(18)

                  
	
                    Total
                      Pymt

                  	
                    8

                  	
                    179

                  	
                    186

                  	
                    9(5).99

                  
	
                    Filler

                  	
                    5

                  	
                    187

                  	
                    191

                  	
                    X(5)

                  
	
                    Interest
                      Collection Code

                  	
                    1

                  	
                    192

                  	
                    192

                  	
                    9

                  
	
                    Filler

                  	
                    1

                  	
                    193

                  	
                    193

                  	
                    X

                  
	
                    Payment
                      Type Code

                  	
                    1

                  	
                    194

                  	
                    194

                  	
                    9

                  
	
                    Filler

                  	
                    6

                  	
                    195

                  	
                    200

                  	
                    X(6)

                  
	
                    Orig
                      Note Rate

                  	
                    6

                  	
                    201

                  	
                    206

                  	
                    99.999

                  
	
                    Filler

                  	
                    1

                  	
                    207

                  	
                    207

                  	
                    X

                  
	
                    Index
                      Type Code

                  	
                    1

                  	
                    208

                  	
                    208

                  	
                    9

                  
	
                    Filler

                  	
                    2

                  	
                    209

                  	
                    210

                  	
                    X

                  
	
                    Gross
                      Margin

                  	
                    5

                  	
                    211

                  	
                    215

                  	
                    9.999

                  


          

           

          
            
               

            

            
              K-1

              
                

              

            

            
               

            

          

           

          
            	
                    Field
                      Name

                  	
                    Length

                  	
                    Start

                  	
                    End

                  	
                    Format/Description

                  
	
                    Filler

                  	
                    1

                  	
                    216

                  	
                    216

                  	
                    X

                  
	
                    Next
                      Note Rate Change Date

                  	
                    4

                  	
                    217

                  	
                    220

                  	
                    MMYY

                  
	
                    Filler

                  	
                    1

                  	
                    221

                  	
                    221

                  	
                    X

                  
	
                    Next
                      Pymt Change Date

                  	
                    4

                  	
                    222

                  	
                    225

                  	
                    MMYY

                  
	
                    Filler

                  	
                    1

                  	
                    226

                  	
                    226

                  	
                    X

                  
	
                    Note
                      Rate Adj Freq

                  	
                    2

                  	
                    227

                  	
                    228

                  	
                    99
                      In days

                  
	
                    Filler

                  	
                    1

                  	
                    229

                  	
                    229

                  	
                    X

                  
	
                    Pymt
                      Adj Freq

                  	
                    2

                  	
                    230

                  	
                    231

                  	
                    99

                  
	
                    Filler

                  	
                    1

                  	
                    232

                  	
                    232

                  	
                    x

                  
	
                    Periodic
                      Rate Cap

                  	
                    5

                  	
                    233

                  	
                    237

                  	
                    99.999

                  
	
                    Filler

                  	
                    8

                  	
                    238

                  	
                    245

                  	
                    X(8)

                  
	
                    Lifetime
                      Max Note Rate

                  	
                    6

                  	
                    246

                  	
                    251

                  	
                    99.999

                  
	
                    Filler

                  	
                    1

                  	
                    252

                  	
                    252

                  	
                    X

                  
	
                    Lifetime
                      Min Note Rate

                  	
                    6

                  	
                    253

                  	
                    258

                  	
                    99.999

                  
	
                    Filler

                  	
                    24

                  	
                    259

                  	
                    282

                  	
                    X(24)

                  
	
                    Negative
                      Amort Code

                  	
                    1

                  	
                    283

                  	
                    283

                  	
                    9        
                      1=
                      Yes, blank = No

                  
	
                    Filler

                  	
                    12

                  	
                    284

                  	
                    295

                  	
                    X(12)

                  
	
                    Note
                      Rate Rounding Code

                  	
                    1

                  	
                    296

                  	
                    296

                  	
                    9

                  
	
                    Filler

                  	
                    3

                  	
                    297.

                  	
                    299

                  	
                    X(3)

                  
	
                    ARM
                      Convertibility

                  	
                    1

                  	
                    300

                  	
                    300

                  	
                    9         1=
                      Yes, blank = No

                  
	
                    Primary
                      Mortgagor Name

                  	
                    25

                  	
                    301

                  	
                    325

                  	
                    X(25)

                  
	
                    Filler

                  	
                    1

                  	
                    326

                  	
                    326

                  	
                    X

                  
	
                    Property
                      Street Address

                  	
                    30

                  	
                    327

                  	
                    356

                  	
                    X(30)

                  
	
                    Filler

                  	
                    3

                  	
                    357

                  	
                    359

                  	
                    X(3)

                  
	
                    Property
                      City

                  	
                    11

                  	
                    360

                  	
                    370

                  	
                    X(11)

                  
	
                    Filler

                  	
                    1

                  	
                    371

                  	
                    371

                  	
                    X

                  
	
                    Property
                      Zip Code

                  	
                    5

                  	
                    372

                  	
                    376

                  	
                    9(5)

                  
	
                    Filler

                  	
                    16

                  	
                    377

                  	
                    392

                  	
                    X(16)

                  
	
                    Note
                      Issue Date

                  	
                    6

                  	
                    393

                  	
                    398

                  	
                    MMYYDD

                  
	
                    Filler

                  	
                    34

                  	
                    399

                  	
                    432

                  	
                    X(34)

                  
	
                    Servicer
                      Code

                  	
                    5

                  	
                    433

                  	
                    437

                  	
                    X(5)

                  
	
                    Filler

                  	
                    1

                  	
                    438

                  	
                    438

                  	
                    X

                  
	
                    Series
                      ID

                  	
                    6

                  	
                    439

                  	
                    444

                  	
                    X(6)

                  
	
                    Filler

                  	
                    27

                  	
                    445

                  	
                    471

                  	
                    X(27)

                  
	
                    Curtailments
                      (thru EOM) (5)

                  	
                    11

                  	
                    472

                  	
                    482

                  	
                    9(8).99

                  
	
                    Filler

                  	
                    1

                  	
                    483

                  	
                    483

                  	
                    X

                  
	
                    Curtailments
                      (after EOM) (6)

                  	
                    11

                  	
                    484

                  	
                    494

                  	
                    9(8).99

                  
	
                    Filler

                  	
                    1

                  	
                    495

                  	
                    495

                  	
                    X

                  
	
                    Payoff
                      Date

                  	
                    6

                  	
                    496

                  	
                    501

                  	
                    MMYYDD

                  


          

        

        
        

         


        



        
          
             

          

          
            K-2

            
              

            

          

          
             

          

        


        Table
          of Codes

        


        Property
          Type Code:

        01
          -
          Single Family

        02
          -
          Multi Family

        03
          -
          Condo or Co-op

        04
          -
          Mobile Home

        05
          - Plan
          Unit Development

        06
          -
          Commercial (Non-Exempt)

        07
          -
          Commercial (Church)

        08
          -
          Commercial (School, Health Care Facility or Welfare Facility)

        09
          -
          Commercial (Retail)

        10
          -
          Commercial (Office)

        11
          -
          Commercial (Retail/Office)

        12
          -
          Commercial (Hotel)

        13
          -
          Commercial (Industrial)

        14
          -
          Commercial (Flex)

        20
          -
          Commercial (Retail, Anchored)

        21
          -
          Commercial (Retail, Unanchored)

        22
          -
          Commercial (Ministorage)

        30
          -
          Commercial (Multiple Property(ies))

        99
          -
          Other

        


        Loan
          Purpose Code:

        1
          -
          Purchase

        2
          - No
          cash refinance

        3
          - Cash
          out refinance

        4
          -
          Construction Permanent

        5
          - Home
          Improvement

        9
          -
          Other

        


        Loan
          Type
          Code:

        1-
          Fixed
          Rate

        2
          -
          Variable Rate

        3
          -
          Variable Rate With Negative Amortization

        4
          - GPM
          Plan I (30 yr. with a yearly payment increase of 2.5% for the first 5
          Years)

        5
          - GPM
          Plan II (30 yr. with a yearly payment increase of 5% for the first 5
          Years)

        6
          - GPM
          Plan III (30 yr. with a yearly payment increase of 7.5% for the first 5
          Years)

        7
          - GPM
          Plan IV (30 yr. with a yearly payment increase of 2% for the first 10
          Years)

        8
          - GPM
          Plan V (30 yr. with a yearly payment increase of 3% for the first 10
          Years)

        9
          -
          Other

        


        Loan
          Status Code:

        00
          -
          Performing

        01-
          Delinquent

        02
          - In
          Foreclosure

        03
          - REO
          loan

        04
          - Loan
          added due to substitution

        05
          - Loan
          removed due to substitution

        06
          - Loan
          Modified

        07
          -
          Specially Serviced

        08
          -
          Bankruptcy filed

        09
          -
          Other/Unknown


        
          
             

          

          
            K-3

            
              

            

          

          
             

          

        


        10
          -
          Payoff (prepaid in full)

        11-
          Settlements

        12
          - 3rd
          Party Sale

        13
          - REO
          Sales

        14
          -
          Prepayment Penalty Waived

        15
          - Loan
          Repurchased

        16
          -
          Payment Default

        17
          -
          Rehabilitated/Corrected

        


        Note
          Rate
          Rounding Code:

        0
          - Not
          Applicable (i.e. fixed rate mortgage) 

        1-
          Index
          plus Gross Margin no rounding

        2
          - Index
          plus Gross Margin, rounded to nearest Rounding Factor

        3
          - Index
          plus Gross Margin, rounded up to nearest Rounding Factor

        4
          - Index
          plus Gross Margin, rounded down to nearest Rounding Factor

        5
          -
          Index, rounded to nearest Rounding Factor, plus Gross Margin

        6
          -
          Index, rounded up to nearest Rounding Factor, plus Gross Margin

        7
          -
          Index, rounded down to nearest Rounding Factor, plus Gross Margin

        


        Payment
          Frequency Code:

        1-
          Bi-Weekly

        2
          -
          Monthly

        3
          -
          Quarterly

        4
          -
          Semi-Annual

        5
          -
          Annual

        9
          -
          Other

        


        Interest
          Collection Code:

        1-
          Interest in arrears

        2
          -
          Interest in advance

        3
          -
          Simple interest

        


        Payment
          Type Code:

        1-
          Blended P&I

        2
          -
          Constant principal

        3
          -
          Interest only

        4
          -
          Actual Blended P&I (Actual Payment Collection)

        9
          -
          Other

        


        Loan
          Product Code:

        1-
          Conventional with mortgage insurance

        2
          -
          Federal Housing Authority

        3
          -
          Veterans Administration

        4
          -
          Conventional without mortgage insurance

        5
          -
          Farmers Home Administration

        9
          -
          Other

        


        Index
          Type Code:

        0
          - Not
          Applicable (i.e. fixed rate mortgage)

        1-
          Six
          Month Treasury

        2
          - One
          Year Treasury

        3
          - Three
          year Treasury

        4
          - Five
          year Treasury


        
          
             

          

          
            K-4

            
              

            

          

          
             

          

        


        5
          - 11th
          District Cost of Funds

        6
          -
          LIBOR

        7
          - Prime
          Rate

        8
          - Wall
          Street Journal LIBOR

        9
          -
          Other

        


         


        
          
             

          

          
            K-5

            
              

            

          

          
             

          

        



        EXHIBIT
          L

         

        Swap
          Maximum Notional Balance Schedule

         

        
          	
                  From
                    and including

                	
                  To
                    but excluding

                	
                  Scheduled
                    Amount (USD)

                
	 	 	 
	
                  May
                    30, 2007

                	
                  June
                    25, 2007

                	
                  454,198,000.00
                    

                
	
                  June
                    25, 2007

                	
                  July
                    25, 2007

                	
                  443,922,418.00
                    

                
	
                  July
                    25, 2007

                	
                  August
                    25, 2007

                	
                  433,696,495.00
                    

                
	
                  August
                    25, 2007

                	
                  September
                    25, 2007

                	
                  423,305,397.00
                    

                
	
                  September
                    25, 2007

                	
                  October
                    25, 2007

                	
                  412,766,948.00
                    

                
	
                  October
                    25, 2007

                	
                  November
                    25, 2007

                	
                  402,162,935.00
                    

                
	
                  November
                    25, 2007

                	
                  December
                    25, 2007

                	
                  391,628,113.00
                    

                
	
                  December
                    25, 2007

                	
                  January
                    25, 2008

                	
                  381,038,296.00
                    

                
	
                  January
                    25, 2008

                	
                  February
                    25, 2008

                	
                  370,740,224.00
                    

                
	
                  February
                    25, 2008

                	
                  March
                    25, 2008

                	
                  360,694,650.00
                    

                
	
                  March
                    25, 2008

                	
                  April
                    25, 2008

                	
                  350,779,775.00
                    

                
	
                  April
                    25, 2008

                	
                  May
                    25, 2008

                	
                  341,219,642.00
                    

                
	
                  May
                    25, 2008

                	
                  June
                    25, 2008

                	
                  331,838,540.00
                    

                
	
                  June
                    25, 2008

                	
                  July
                    25, 2008

                	
                  322,739,451.00
                    

                
	
                  July
                    25, 2008

                	
                  August
                    25, 2008

                	
                  313,810,704.00
                    

                
	
                  August
                    25, 2008

                	
                  September
                    25, 2008

                	
                  305,150,836.00
                    

                
	
                  September
                    25, 2008

                	
                  October
                    25, 2008

                	
                  296,702,451.00
                    

                
	
                  October
                    25, 2008

                	
                  November
                    25, 2008

                	
                  288,407,935.00
                    

                
	
                  November
                    25, 2008

                	
                  December
                    25, 2008

                	
                  280,362,524.00
                    

                
	
                  December
                    25, 2008

                	
                  January
                    25, 2009

                	
                  272,467,356.00
                    

                
	
                  January
                    25, 2009

                	
                  February
                    25, 2009

                	
                  264,803,469.00
                    

                
	
                  February
                    25, 2009

                	
                  March
                    25, 2009

                	
                  257,049,274.00
                    

                
	
                  March
                    25, 2009

                	
                  April
                    25, 2009

                	
                  249,393,286.00
                    

                
	
                  April
                    25, 2009

                	
                  May
                    25, 2009

                	
                  242,003,859.00
                    

                
	
                  May
                    25, 2009

                	
                  June
                    25, 2009

                	
                  234,752,469.00
                    

                
	
                  June
                    25, 2009

                	
                  July
                    25, 2009

                	
                  227,713,560.00
                    

                
	
                  July
                    25, 2009

                	
                  August
                    25, 2009

                	
                  220,805,355.00
                    

                
	
                  August
                    25, 2009

                	
                  September
                    25, 2009

                	
                  214,069,791.00
                    

                
	
                  September
                    25, 2009

                	
                  October
                    25, 2009

                	
                  207,494,216.00
                    

                
	
                  October
                    25, 2009

                	
                  November
                    25, 2009

                	
                  201,040,070.00
                    

                
	
                  November
                    25, 2009

                	
                  December
                    25, 2009

                	
                  194,772,295.00
                    

                
	
                  December
                    25, 2009

                	
                  January
                    25, 2010

                	
                  188,620,870.00
                    

                
	
                  January
                    25, 2010

                	
                  February
                    25, 2010

                	
                  182,646,224.00
                    

                
	
                  February
                    25, 2010

                	
                  March
                    25, 2010

                	
                  176,812,615.00
                    

                
	
                  March
                    25, 2010

                	
                  April
                    25, 2010

                	
                  171,055,279.00
                    

                
	
                  April
                    25, 2010

                	
                  May
                    25, 2010

                	
                  165,492,920.00
                    

                
	
                  May
                    25, 2010

                	
                  June
                    25, 2010

                	
                  160,033,977.00
                    

                
	
                  June
                    25, 2010

                	
                  July
                    25, 2010

                	
                  159,112,125.00
                    

                
	
                  July
                    25, 2010

                	
                  August
                    25, 2010

                	
                  156,611,505.00
                    

                
	
                  August
                    25, 2010

                	
                  September
                    25, 2010

                	
                  152,782,608.00
                    

                
	
                  September
                    25, 2010

                	
                  October
                    25, 2010

                	
                  149,047,588.00
                    

                
	
                  October
                    25, 2010

                	
                  November
                    25, 2010

                	
                  145,404,130.00
                    

                
	
                  November
                    25, 2010

                	
                  December
                    25, 2010

                	
                  141,849,975.00
                    

                
	
                  December
                    25, 2010

                	
                  January
                    25, 2011

                	
                  138,382,919.00
                    

                
	
                  January
                    25, 2011

                	
                  February
                    25, 2011

                	
                  135,000,815.00
                    

                
	
                  February
                    25, 2011

                	
                  March
                    25, 2011

                	
                  131,701,569.00
                    

                


        


        
          
             

          

          
            L-1

            
              

            

          

          
             

          

        


        


        
          	
                  March
                    25, 2011

                	
                  April
                    25, 2011

                	
                  128,483,137.00
                    

                
	
                  April
                    25, 2011

                	
                  May
                    25, 2011

                	
                  125,343,529.00
                    

                
	
                  May
                    25, 2011

                	
                  June
                    25, 2011

                	
                  122,280,822.00
                    

                
	
                  June
                    25, 2011

                	
                  July
                    25, 2011

                	
                  119,293,101.00
                    

                
	
                  July
                    25, 2011

                	
                  August
                    25, 2011

                	
                  116,378,519.00
                    

                
	
                  August
                    25, 2011

                	
                  September
                    25, 2011

                	
                  113,535,275.00
                    

                
	
                  September
                    25, 2011

                	
                  October
                    25, 2011

                	
                  110,761,613.00
                    

                
	
                  October
                    25, 2011

                	
                  November
                    25, 2011

                	
                  108,055,532.00
                    

                
	
                  November
                    25, 2011

                	
                  December
                    25, 2011

                	
                  105,415,666.00
                    

                
	
                  December
                    25, 2011

                	
                  January
                    25, 2012

                	
                  102,840,424.00
                    

                
	
                  January
                    25, 2012

                	
                  February
                    25, 2012

                	
                  100,327,934.00
                    

                
	
                  February
                    25, 2012

                	
                  March
                    25, 2012

                	
                  97,876,973.00
                    

                
	
                  March
                    25, 2012

                	
                  April
                    25, 2012

                	
                  95,485,328.00
                    

                
	
                  April
                    25, 2012

                	
                  May
                    25, 2012

                	
                  93,152,095.00
                    

                
	
                  May
                    25, 2012

                	
                  June
                    25, 2012

                	
                  90,875,916.00
                    

                
	
                  June
                    25, 2012

                	
                  July
                    25, 2012

                	
                  88,655,389.00
                    

                
	
                  July
                    25, 2012

                	
                  August
                    25, 2012

                	
                  86,489,222.00
                    

                
	
                  August
                    25, 2012

                	
                  September
                    25, 2012

                	
                  84,376,003.00
                    

                
	
                  September
                    25, 2012

                	
                  October
                    25, 2012

                	
                  82,314,437.00
                    

                
	
                  October
                    25, 2012

                	
                  November
                    25, 2012

                	
                  80,303,247.00
                    

                
	
                  November
                    25, 2012

                	
                  December
                    25, 2012

                	
                  78,341,196.00
                    

                
	
                  December
                    25, 2012

                	
                  January
                    25, 2013

                	
                  76,427,078.00
                    

                
	
                  January
                    25, 2013

                	
                  February
                    25, 2013

                	
                  74,559,715.00
                    

                
	
                  February
                    25, 2013

                	
                  March
                    25, 2013

                	
                  72,737,961.00
                    

                
	
                  March
                    25, 2013

                	
                  April
                    25, 2013

                	
                  70,960,697.00
                    

                
	
                  April
                    25, 2013

                	
                  May
                    25, 2013

                	
                  69,226,832.00
                    

                
	
                  May
                    25, 2013

                	
                  June
                    25, 2013

                	
                  67,535,300.00
                    

                
	
                  June
                    25, 2013

                	
                  July
                    25, 2013

                	
                  65,885,063.00
                    

                
	
                  July
                    25, 2013

                	
                  August
                    25, 2013

                	
                  64,275,110.00
                    

                
	
                  August
                    25, 2013

                	
                  September
                    25, 2013

                	
                  62,704,453.00
                    

                
	
                  September
                    25, 2013

                	
                  October
                    25, 2013

                	
                  61,172,129.00
                    

                
	
                  October
                    25, 2013

                	
                  November
                    25, 2013

                	
                  59,677,198.00
                    

                
	
                  November
                    25, 2013

                	
                  December
                    25, 2013

                	
                  58,218,744.00
                    

                
	
                  December
                    25, 2013

                	
                  January
                    25, 2014

                	
                  56,795,874.00
                    

                
	
                  January
                    25, 2014

                	
                  February
                    25, 2014

                	
                  55,407,716.00
                    

                
	
                  February
                    25, 2014

                	
                  March
                    25, 2014

                	
                  54,053,421.00
                    

                
	
                  March
                    25, 2014

                	
                  April
                    25, 2014

                	
                  52,732,159.00
                    

                


        

        


         

        


         

        


         


        
          
             

          

          
            L-2

            
              

            

          

          
             

          

        



        EXHIBIT
          M

         

        Form
          of
          Power of Attorney

        


        LIMITED
          POWER OF ATTORNEY

        


        KNOW
          ALL
          MEN BY THESE PRESENTS, that Deutsche Bank National Trust Company, a banking
          association organized under the laws of the United States, having a place
          of
          business at [_________________], as Trustee (and in no personal or other
          representative capacity) under the Pooling and Servicing Agreement, dated
          as of
          __________, 20__ (as amended, restated, supplemented or otherwise modified
          from
          time to time, the “Agreement”; capitalized terms not defined herein have the
          definitions assigned to such terms in the Agreement), relating to the
          __________________, hereby appoints _______________, in its capacity as
          a
          Servicer under the Agreement, as the Trustee’s true and lawful Special
          Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
          benefit, but only in its capacity as Trustee aforesaid, to perform all
          acts and
          execute all documents as may be customary, necessary and appropriate to
          effectuate the following enumerated transactions in respect of any mortgage,
          deed of trust, promissory note or real estate owned from time to time owned
          (beneficially or in title, whether the Trustee is named therein as mortgagee
          or
          beneficiary or has become mortgagee or beneficiary by virtue of endorsement,
          assignment or other conveyance) or held by or registered to the Trustee
          (directly or through custodians or nominees), or in respect of which the
          Trustee
          has a security interest or other lien, all as provided under the applicable
          Agreement and only to the extent the respective Trustee has an interest
          therein
          under the Agreement, and in respect of which the Servicer is acting as
          servicer
          pursuant to the Agreement (the “Mortgage Documents”).

        


        This
          appointment shall apply to the following enumerated transactions under
          the
          Agreement only:

        


        1. The
          modification or re-recording of any Mortgage Document for the purpose of
          correcting it to conform to the original intent of the parties thereto
          or to
          correct title errors discovered after title insurance was issued and where
          such
          modification or re-recording does not adversely affect the lien under the
          Mortgage Document as insured.

        


        2. The
          subordination of the lien under a Mortgage Document to an easement in favor
          of a
          public utility company or a state or federal agency or unit with powers
          of
          eminent domain including, without limitation, the execution of partial
          satisfactions/releases, partial reconveyances and the execution of requests
          to
          trustees to accomplish same.

        


        3. The
          conveyance of the properties subject to a Mortgage Document to the applicable
          mortgage insurer, or the closing of the title to the property to be acquired
          as
          real estate so owned, or conveyance of title to real estate so
          owned.

        


        4. The
          completion of loan assumption and modification agreements in respect of
          Mortgage
          Documents.

        


        5. The
          full
          or partial satisfaction/release of a Mortgage Document or full conveyance
          upon
          payment and discharge of all sums secured thereby, including, without
          limitation, cancellation of the related note.

        


        6. The
          assignment of any Mortgage Document, in connection with the repurchase
          of the
          mortgage loan secured and evidenced thereby.

        


        7. The
          full
          assignment of a Mortgage Document upon payment and discharge of all sums
          secured
          thereby in conjunction with the refinancing thereof, including, without
          limitation, the assignment of the related note.

        



        
          
             

          

          
            M-1

            
              

            

          

          
             

          

        


        8. With
          respect to a Mortgage Document, the foreclosure, the taking of a deed in
          lieu of
          foreclosure, or the completion of judicial or non-judicial foreclosure
          or
          termination, cancellation or rescission of any such foreclosure, including,
          without limitation, any and all of the following acts:

        


        
          	 	
                  a.

                	
                  the
                    substitution of trustee(s) serving under a deed of trust, in
                    accordance
                    with state law and the deed of
                    trust;

                


        

        


        
          	 	
                  b.

                	
                  the
                    preparation and issuance of statements of breach or
                    non-performance;

                


        

        


        
          	 	
                  c.

                	
                  the
                    preparation and filing of notices of default and/or notices of
                    sale;

                


        

        


        
          	 	
                  d.

                	
                  the
                    cancellation/rescission of notices of default and/or notices
                    of
                    sale;

                


        

        


        
          	 	
                  e.

                	
                  the
                    taking of a deed in lieu of foreclosure;
                    and

                


        

        


        
          	 	
                  f.

                	
                  the
                    preparation and execution of such other documents and performance
                    of such
                    other actions as may be necessary under the terms of the Mortgage
                    Document
                    or state law to expeditiously complete said transactions in paragraphs
                    8(a) through 8(e), above.

                


        

        


        9. Demand,
          sue for, recover, collection and receive each and every sum of money, debt,
          account and interest (which now is, or hereafter shall become due and payable)
          belonging to or claimed by the Trustee under the Mortgage Documents, and
          to use
          or take any lawful means for recovery thereof by legal process or
          otherwise.

        


        10. Endorse
          on behalf of the Trustee all checks, drafts and/or negotiable instruments
          made
          payable to the Trustee in respect of the Mortgage Documents.

        


        The
          Trustee gives the Special Attorney-in-Fact full power and authority to
          execute
          such instruments and to do and perform all and every act and thing necessary
          and
          proper to carry into effect the power or powers granted by this Limited
          Power of
          Attorney, subject to the terms and conditions set forth in the Agreement
          including the standard of care applicable to servicers in the Agreement,
          and
          hereby does ratify and confirm what such Special Attorney-in-Fact shall
          lawfully
          do or cause to be done by authority hereof. 

         

        


        


        


        


        


        


        [SIGNATURE
          PAGE FOLLOWS]


        
          
             

          

          
            M-2

            
              

            

          

          
             

          

        


        


        IN
          WITNESS WHEREOF, the Trustee has caused its corporate name and seal to
          be hereto
          signed and affixed and these presents to be acknowledged by its duly elected
          and
          authorized officer this ___ day of ___ , 20__.

         

        
          	 	 	
                  Deutsche
                    Bank National Trust Company, as Trustee

                
	 	 	 
	 	 	___________________________
	 	 	
                  By:     

                
	 	 	
                  Name: 

                
	 	 	
                  Title: 

                
	 	 	 
	 	 	 
	
                  WITNESS:

                	 	
                  WITNESS:

                
	 	 	 
	
                  _______________________________

                	 	
                  _______________________________

                
	
                  Name:

                	 	
                  Name:

                
	
                  Title:

                	 	
                  Title:

                


        

        
 

        


        
          	
                  STATE
                    OF ______________

                	 
	 	
                  SS

                
	
                  COUNTY
                    OF ____________

                	 


        

        


        On
          ______________, 20__, before me, the undersigned, a Notary Public in and
          for
          said state, personally appeared __________________, personally known to
          me to be
          the person whose name is subscribed to the within instrument and to be
          a duly
          authorized and acting _______________ of Deutsche Bank National Trust Company,
          and such person acknowledged to me that such person executed the within
          instrument in such person’s authorized capacity as a ___________________ of
          Deutsche Bank National Trust Company, and that by such signature on the
          within
          instrument the entity upon behalf of which such person acted executed the
          instrument.

        


        WITNESS
          my hand and official seal.

         

        ______________________________

        Notary
          Public

        



        
          
             

          

          
            M-3

            
              

            

          

          
             

          

        



        EXHIBIT
          N

         

        Servicing
          Criteria

        


        SERVICING
          CRITERIA TO BE ADDRESSED

        IN
          ASSESSMENT OF COMPLIANCE


        


        
          	 	 	 
	
                  Reg
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Applicable
                    Trustee

                  Responsibility

                
	 	
                  General
                    Servicing Considerations

                	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the pool assets are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	 
	 	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  X

                
	 	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of pool assets serviced by the
                    servicer.

                	
                  X
                    (only
                    with respect to (A), (B) and (D)

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 


        

         

        
          
             

          

          
            N-1

            
              

            

          

          
             

          

        

         

         

        
          	 	 	 
	
                  Reg
                    AB 

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Applicable
                    Trustee

                  Responsibility

                
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents.

                	
                  X*

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements.

                	
                  X*

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents.

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    servicer’s records regarding the pool assets agree with the servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents.

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	
                  X

                


        

        *With
          respect to its custodial functions.

        


        Notwithstanding
          anything in the Agreement to the contrary, this Exhibit N may be revised
          from
          time to time upon the mutual written agreement of the Depositor and the
          Trustee,
          including, without limitation, for revisions in response to evolving
          interpretations of Regulation AB, which revised Exhibit N shall automatically
          become part of this Agreement and shall be attached hereto.

        


        


         


        
          
             

          

          
            N-2

            
              

            

          

          
             

          

        



        EXHIBIT
          O

         

        40
          YEAR
          LOAN NOTIONAL BALANCES SCHEDULE

         

        
          	
                  Distribution

                  Date

                	
                  Notional

                  Balance

                	
                  Distribution

                  Date

                	
                  Notional

                  Balance

                	
                  Distribution

                  Date

                	
                  Notional

                  Balance

                	
                  Distribution

                  Date

                	
                  Notional

                  Balance

                
	
                  June
                    2017

                	
                  $145,239,367.10

                	
                  April
                    2021

                	
                  $116,203,836.33

                	
                  February
                    2025

                	
                  $91,784,969.77

                	
                  December
                    2028

                	
                  $71,030,974.92

                
	
                  July
                    2017

                	
                  $144,551,526.32

                	
                  May
                    2021

                	
                  $115,627,632.00

                	
                  March
                    2025

                	
                  $91,297,997.08

                	
                  January
                    2029

                	
                  $70,614,191.10

                
	
                  August
                    2017

                	
                  $143,866,378.78

                	
                  June
                    2021

                	
                  $115,053,592.05

                	
                  April
                    2025

                	
                  $90,812,742.04

                	
                  February
                    2029

                	
                  $70,198,742.31

                
	
                  September
                    2017

                	
                  $143,183,911.92

                	
                  July
                    2021

                	
                  $114,481,705.96

                	
                  May
                    2025

                	
                  $90,329,195.71

                	
                  March
                    2029

                	
                  $69,784,620.81

                
	
                  October
                    2017

                	
                  $142,504,113.32

                	
                  August
                    2021

                	
                  $113,911,963.24

                	
                  June
                    2025

                	
                  $89,847,349.17

                	
                  April
                    2029

                	
                  $69,371,818.90

                
	
                  November
                    2017

                	
                  $141,826,970.56

                	
                  September
                    2021

                	
                  $113,344,353.48

                	
                  July
                    2025

                	
                  $89,367,193.59

                	
                  May
                    2029

                	
                  $68,960,328.90

                
	
                  December
                    2017

                	
                  $141,152,471.25

                	
                  October
                    2021

                	
                  $112,778,866.25

                	
                  August
                    2025

                	
                  $88,888,720.05

                	
                  June
                    2029

                	
                  $68,550,143.15

                
	
                  January
                    2018

                	
                  $140,480,603.11

                	
                  November
                    2021

                	
                  $112,215,491.21

                	
                  September
                    2025

                	
                  $88,411,919.81

                	
                  July
                    2029

                	
                  $68,141,254.01

                
	
                  February
                    2018

                	
                  $139,811,353.83

                	
                  December
                    2021

                	
                  $111,654,218.02

                	
                  October
                    2025

                	
                  $87,936,784.01

                	
                  August
                    2029

                	
                  $67,733,653.85

                
	
                  March
                    2018

                	
                  $139,144,711.20

                	
                  January
                    2022

                	
                  $111,095,036.41

                	
                  November
                    2025

                	
                  $87,463,303.92

                	
                  September
                    2029

                	
                  $67,327,335.12

                
	
                  April
                    2018

                	
                  $138,480,663.05

                	
                  February
                    2022

                	
                  $110,537,936.12

                	
                  December
                    2025

                	
                  $86,991,470.79

                	
                  October
                    2029

                	
                  $66,922,290.18

                
	
                  May
                    2018

                	
                  $137,819,197.23

                	
                  March
                    2022

                	
                  $109,982,906.94

                	
                  January
                    2026

                	
                  $86,521,275.95

                	
                  November
                    2029

                	
                  $66,518,511.53

                
	
                  June
                    2018

                	
                  $137,160,301.68

                	
                  April
                    2022

                	
                  $109,429,938.70

                	
                  February
                    2026

                	
                  $86,052,710.69

                	
                  December
                    2029

                	
                  $66,115,991.63

                
	
                  July
                    2018

                	
                  $136,503,964.34

                	
                  May
                    2022

                	
                  $108,879,021.25

                	
                  March
                    2026

                	
                  $85,585,766.39

                	
                  January
                    2030

                	
                  $65,714,722.95

                
	
                  August
                    2018

                	
                  $135,850,173.23

                	
                  June
                    2022

                	
                  $108,330,144.51

                	
                  April
                    2026

                	
                  $85,120,434.42

                	
                  February
                    2030

                	
                  $65,314,698.04

                
	
                  September
                    2018

                	
                  $135,198,916.39

                	
                  July
                    2022

                	
                  $107,783,298.38

                	
                  May
                    2026

                	
                  $84,656,706.19

                	
                  March
                    2030

                	
                  $64,915,909.40

                
	
                  October
                    2018

                	
                  $134,550,181.96

                	
                  August
                    2022

                	
                  $107,238,472.85

                	
                  June
                    2026

                	
                  $84,194,573.13

                	
                  April
                    2030

                	
                  $64,518,349.61

                
	
                  November
                    2018

                	
                  $133,903,958.02

                	
                  September
                    2022

                	
                  $106,695,657.95

                	
                  July
                    2026

                	
                  $83,734,026.73

                	
                  May
                    2030

                	
                  $64,122,011.22

                
	
                  December
                    2018

                	
                  $133,260,232.82

                	
                  October
                    2022

                	
                  $106,154,843.69

                	
                  August
                    2026

                	
                  $83,275,058.47

                	
                  June
                    2030

                	
                  $63,726,886.84

                
	
                  January
                    2019

                	
                  $132,618,994.56

                	
                  November
                    2022

                	
                  $105,616,020.15

                	
                  September
                    2026

                	
                  $82,817,659.86

                	
                  July
                    2030

                	
                  $63,332,969.08

                
	
                  February
                    2019

                	
                  $131,980,231.52

                	
                  December
                    2022

                	
                  $105,079,177.46

                	
                  October
                    2026

                	
                  $82,361,822.47

                	
                  August
                    2030

                	
                  $62,940,250.59

                
	
                  March
                    2019

                	
                  $131,343,932.06

                	
                  January
                    2023

                	
                  $104,544,305.76

                	
                  November
                    2026

                	
                  $81,907,537.86

                	
                  September
                    2030

                	
                  $62,548,724.02

                
	
                  April
                    2019

                	
                  $130,710,084.52

                	
                  February
                    2023

                	
                  $104,011,395.24

                	
                  December
                    2026

                	
                  $81,454,797.64

                	
                  October
                    2030

                	
                  $62,158,382.03

                
	
                  May
                    2019

                	
                  $130,078,677.31

                	
                  March
                    2023

                	
                  $103,480,436.11

                	
                  January
                    2027

                	
                  $81,003,593.44

                	
                  November
                    2030

                	
                  $61,769,217.34

                
	
                  June
                    2019

                	
                  $129,449,698.89

                	
                  April
                    2023

                	
                  $102,951,418.62

                	
                  February
                    2027

                	
                  $80,553,916.91

                	
                  December
                    2030

                	
                  $61,381,222.65

                
	
                  July
                    2019

                	
                  $128,823,137.77

                	
                  May
                    2023

                	
                  $102,424,333.07

                	
                  March
                    2027

                	
                  $80,105,759.75

                	
                  January
                    2031

                	
                  $60,994,390.72

                
	
                  August
                    2019

                	
                  $128,198,982.49

                	
                  June
                    2023

                	
                  $101,899,169.78

                	
                  April
                    2027

                	
                  $79,659,113.65

                	
                  February
                    2031

                	
                  $60,608,714.25

                
	
                  September
                    2019

                	
                  $127,577,221.64

                	
                  July
                    2023

                	
                  $101,375,919.10

                	
                  May
                    2027

                	
                  $79,213,970.35

                	
                  March
                    2031

                	
                  $60,224,186.06

                
	
                  October
                    2019

                	
                  $126,957,843.84

                	
                  August
                    2023

                	
                  $100,854,571.43

                	
                  June
                    2027

                	
                  $78,770,321.62

                	
                  April
                    2031

                	
                  $59,840,798.95

                
	
                  November
                    2019

                	
                  $126,340,837.76

                	
                  September
                    2023

                	
                  $100,335,117.18

                	
                  July
                    2027

                	
                  $78,328,159.23

                	
                  May
                    2031

                	
                  $59,458,545.69

                
	
                  December
                    2019

                	
                  $125,726,192.13

                	
                  October
                    2023

                	
                  $99,817,546.81

                	
                  August
                    2027

                	
                  $77,887,475.02

                	
                  June
                    2031

                	
                  $59,077,419.14

                
	
                  January
                    2020

                	
                  $125,113,895.72

                	
                  November
                    2023

                	
                  $99,301,850.82

                	
                  September
                    2027

                	
                  $77,448,260.81

                	
                  July
                    2031

                	
                  $58,697,412.15

                
	
                  February
                    2020

                	
                  $124,503,937.28

                	
                  December
                    2023

                	
                  $98,788,019.72

                	
                  October
                    2027

                	
                  $77,010,508.46

                	
                  August
                    2031

                	
                  $58,318,517.58

                
	
                  March
                    2020

                	
                  $123,896,305.71

                	
                  January
                    2024

                	
                  $98,276,044.09

                	
                  November
                    2027

                	
                  $76,574,209.88

                	
                  September
                    2031

                	
                  $57,940,728.30

                
	
                  April
                    2020

                	
                  $123,290,989.86

                	
                  February
                    2024

                	
                  $97,765,914.50

                	
                  December
                    2027

                	
                  $76,139,356.97

                	
                  October
                    2031

                	
                  $57,564,037.24

                
	
                  May
                    2020

                	
                  $122,687,978.67

                	
                  March
                    2024

                	
                  $97,257,621.58

                	
                  January
                    2028

                	
                  $75,705,941.66

                	
                  November
                    2031

                	
                  $57,188,437.31

                
	
                  June
                    2020

                	
                  $122,087,261.10

                	
                  April
                    2024

                	
                  $96,751,155.99

                	
                  February
                    2028

                	
                  $75,273,955.94

                	
                  December
                    2031

                	
                  $56,813,921.47

                
	
                  July
                    2020

                	
                  $121,488,826.15

                	
                  May
                    2024

                	
                  $96,246,508.40

                	
                  March
                    2028

                	
                  $74,843,391.79

                	
                  January
                    2032

                	
                  $56,440,482.63

                
	
                  August
                    2020

                	
                  $120,892,662.88

                	
                  June
                    2024

                	
                  $95,743,669.54

                	
                  April
                    2028

                	
                  $74,414,241.19

                	
                  February
                    2032

                	
                  $56,068,113.81

                
	
                  September
                    2020

                	
                  $120,298,760.38

                	
                  July
                    2024

                	
                  $95,242,630.17

                	
                  May
                    2028

                	
                  $73,986,496.23

                	
                  March
                    2032

                	
                  $55,696,807.98

                
	
                  October
                    2020

                	
                  $119,707,107.78

                	
                  August
                    2024

                	
                  $94,743,381.05

                	
                  June
                    2028

                	
                  $73,560,148.93

                	
                  April
                    2032

                	
                  $55,326,558.17

                
	
                  November
                    2020

                	
                  $119,117,694.24

                	
                  September
                    2024

                	
                  $94,245,913.02

                	
                  July
                    2028

                	
                  $73,135,191.43

                	
                  May
                    2032

                	
                  $54,957,357.40

                
	
                  December
                    2020

                	
                  $118,530,508.97

                	
                  October
                    2024

                	
                  $93,750,216.91

                	
                  August
                    2028

                	
                  $72,711,615.77

                	
                  June
                    2032

                	
                  $54,589,198.70

                
	
                  January
                    2021

                	
                  $117,945,541.25

                	
                  November
                    2024

                	
                  $93,256,283.63

                	
                  September
                    2028

                	
                  $72,289,414.13

                	
                  July
                    2032

                	
                  $54,222,075.15

                
	
                  February
                    2021

                	
                  $117,362,780.35

                	
                  December
                    2024

                	
                  $92,764,104.03

                	
                  October
                    2028

                	
                  $71,868,578.63

                	
                  August
                    2032

                	
                  $53,855,979.81

                
	
                  March
                    2021

                	
                  $116,782,215.57

                	
                  January
                    2025

                	
                  $92,273,669.09

                	
                  November
                    2028

                	
                  $71,449,101.51

                	
                  September
                    2032

                	
                  $53,490,905.78

                


        

        


        
          
             

          

          
            O-1