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...
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
JPMorgan
Chase Bank, N.A.
Trustee
Dated
as
of September 1, 2006
MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006D
TABLE
OF CONTENTS
Page


PRELIMINARY
STATEMENT

1

ARTICLE
I DEFINITIONS

10

40/30
LOANS

10

40
YEAR LOANS

10

60+
DAY DELINQUENT LOAN

10

ADJUSTED
MORTGAGE RATE

10

ADJUSTED
NET MORTGAGE RATE

10

ADVANCE

10

AGGREGATE
CLASS B EARLY DISTRIBUTION AMOUNT

10

AGREEMENT

10

AMOUNT
HELD FOR FUTURE DISTRIBUTION

10

APPLIED
REALIZED LOSS AMOUNT

11

AVAILABLE
FUNDS

11

AVM

11

BALLOON
LOANS

11

BANKRUPTCY
CODE

11

BASIC
PRINCIPAL DISTRIBUTION AMOUNT

11

BENEFICIAL
OWNER

11

BOOKENTRY
CERTIFICATES

11

BORROWER
RETENTION LOAN

11

BUSINESS
DAY

11

CAP
ACCOUNT

11

CAP
AGREEMENT

12

CAP
CLASS B1 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS B2 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS B3 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M1 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M2 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M3 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M4 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M5 REALIZED LOSS AMORTIZATION AMOUNT

12

CAP
CLASS M6 REALIZED LOSS AMORTIZATION AMOUNT

13

CAP
COUNTERPARTY

13

CAP
DISTRIBUTION AMOUNT

13

CAP
EXTRA PRINCIPAL DISTRIBUTION AMOUNT

13

CAP
NOTIONAL BALANCE

13

CAP
STATED TERMINATION

13

CAP
UNPAID REALIZED LOSS AMOUNT

13

CERTIFICATES

13

CERTIFICATE
ACCOUNT

13

CERTIFICATE
BALANCE

13

CERTIFICATEHOLDER
OR HOLDER

14

CERTIFICATE
REGISTER

14

CERTIFICATE
REGISTRAR

14

CLASS

14

CLASS
A1 CERTIFICATE

14

CLASS
A2 CERTIFICATE

14

CLASS
A3 CERTIFICATE

14

CLASS
B1 APPLIED REALIZED LOSS AMOUNT

14

i
CLASS
B1 CERTIFICATE

14

CLASS
B1 PRINCIPAL DISTRIBUTION AMOUNT

15

CLASS
B1 REALIZED LOSS AMORTIZATION AMOUNT

15

CLASS
B2 APPLIED REALIZED LOSS AMOUNT

15

CLASS
B2 CERTIFICATE

15

CLASS
B2 PRINCIPAL DISTRIBUTION AMOUNT

15

CLASS
B2 REALIZED LOSS AMORTIZATION AMOUNT

16

CLASS
B3 APPLIED REALIZED LOSS AMOUNT

16

CLASS
B3 CERTIFICATE

16

CLASS
B3 PRINCIPAL DISTRIBUTION AMOUNT

16

CLASS
B3 REALIZED LOSS AMORTIZATION AMOUNT

16

CLASS
CERTIFICATE BALANCE

16

CLASS
I SHORTFALLS

17

CLASS
INTEREST SHORTFALL

17

CLASS
M1 APPLIED REALIZED LOSS AMOUNT

17

CLASS
M1 CERTIFICATE

17

CLASS
M1 PRINCIPAL DISTRIBUTION AMOUNT

17

CLASS
M1 REALIZED LOSS AMORTIZATION AMOUNT

17

CLASS
M2 APPLIED REALIZED LOSS AMOUNT

17

CLASS
M2 CERTIFICATE

18

CLASS
M2 PRINCIPAL DISTRIBUTION AMOUNT

18

CLASS
M2 REALIZED LOSS AMORTIZATION AMOUNT

18

CLASS
M3 APPLIED REALIZED LOSS AMOUNT

18

CLASS
M3 CERTIFICATE

18

CLASS
M3 PRINCIPAL DISTRIBUTION AMOUNT

18

CLASS
M3 REALIZED LOSS AMORTIZATION AMOUNT

18

CLASS
M4 APPLIED REALIZED LOSS AMOUNT

19

CLASS
M4 CERTIFICATE

19

CLASS
M4 PRINCIPAL DISTRIBUTION AMOUNT

19

CLASS
M4 REALIZED LOSS AMORTIZATION AMOUNT

19

CLASS
M5 APPLIED REALIZED LOSS AMOUNT

19

CLASS
M5 CERTIFICATE

19

CLASS
M5 PRINCIPAL DISTRIBUTION AMOUNT

19

CLASS
M5 REALIZED LOSS AMORTIZATION AMOUNT

20

CLASS
M6 APPLIED REALIZED LOSS AMOUNT

20

CLASS
M6 CERTIFICATE

20

CLASS
M6 PRINCIPAL DISTRIBUTION AMOUNT

20

CLASS
M6 REALIZED LOSS AMORTIZATION AMOUNT

20

CLASS
R CERTIFICATES

21

CLASS
UNPAID INTEREST AMOUNTS

21

CLASS
X CERTIFICATE

21

CLOSING
DATE

21

CLOSING
PLACE

21

CODE

21

COLLATERAL

21

COLLATERAL
VALUE

21

COMBINED
LOANTOVALUE RATIO

22

COMMISSION

22

CORPORATE
TRUST OFFICE

22

CORRESPONDING
CLASS

22

CUSTODIAL
AGREEMENT

22

CUSTODIAN

22

CUTOFF
DATE

22

ii
CUTOFF
DATE POOL PRINCIPAL BALANCE

22

CUTOFF
DATE PRINCIPAL BALANCE

22

DEFECTIVE
LOAN

22

DEFICIENT
VALUATION

22

DEFINITIVE
CERTIFICATES

22

DELETED
LOAN

23

DENOMINATION

23

DEPOSITOR

23

DEPOSITORY

23

DEPOSITORY
PARTICIPANT

23

DETERMINATION
DATE

23

DISTRIBUTION
ACCOUNT

23

DISTRIBUTION
ACCOUNT DEPOSIT DATE

23

DISTRIBUTION
DATE

23

DUE
DATE

23

DUE
PERIOD

23

ELIGIBLE
ACCOUNT

23

EQUITY
ONEDELAWARE

24

EQUITY
ONEMINNESOTA

24

EQUITY
ONENEW HAMPSHIRE

24

EQUITY
ONEPENNSYLVANIA

24

ERISA

24

ERISA
QUALIFYING UNDERWRITING

24

ERISARESTRICTED
CERTIFICATE

24

ESCROW
ACCOUNT

24

EVENT
OF DEFAULT

24

EXCESS
CASHFLOW REALIZED LOSS AMORTIZATION XXXXXX

00

XXXXXXXX
XXX

25

EXCESS
PROCEEDS

25

EXCLUDED
TRUST ASSETS

25

EXPENSE
RATE

25

EXTERNAL
TRUST

25

EXTRA
PRINCIPAL DISTRIBUTION AMOUNT

25

FDIC

25

FHLMC

25

FINAL
MATURITY DEFICIENCY

25

FINAL
MATURITY RESERVE FUND

25

FINAL
MATURITY RESERVE FUND ADDITION AMOUNT

25

FINAL
MATURITY RESERVE FUND ADDITION RATE

26

FIRREA

26

FIXED
SWAP PAYMENT

26

FLOATING
SWAP PAYMENT

26

FMRF
DISTRIBUTION AMOUNT

26

FNMA

26

INDIRECT
PARTICIPANT

26

INITIAL
CERTIFICATE ACCOUNT DEPOSIT

26

INSURANCE
POLICY

26

INSURANCE
PROCEEDS

26

INSURED
EXPENSES

26

INTEREST
ACCRUAL PERIOD

26

INTEREST
DISTRIBUTION AMOUNT

27

INTEREST
REMITTANCE AMOUNT

27

INVESTMENT
LETTER

27

iii
LATEST
POSSIBLE MATURITY DATE

27

LAST
SCHEDULED DISTRIBUTION DATE

27

LIBOR

27

LIBOR
DETERMINATION DATE

27

LIQUIDATED
LOAN

27

LIQUIDATION
PROCEEDS

28

LOANS

28

LOAN
SCHEDULE

28

MAJORITY
IN INTEREST

28

MERS
(R)

28

MERS
(R) SYSTEM

28

MIN

28

MOM
LOAN

29

MONTHLY
EXCESS CASHFLOW AMOUNT

29

MONTHLY
EXCESS INTEREST AMOUNT

29

MONTHLY
STATEMENT

29

XXXXX’X

29

MORTGAGE

29

MORTGAGED
PROPERTY

29

MORTGAGE
FILE

29

MORTGAGE
NOTE

29

MORTGAGE
RATE

29

MORTGAGOR

29

NET
PREPAYMENT INTEREST SHORTFALLS

29

NET
REALIZED LOSSES

29

NET
RECOVERY REALIZED LOSSES

30

NET
SWAP PAYMENT

30

NET
WAC CAP

30

NET
WAC CAP ACCOUNT

30

NET
WAC CAP CARRYOVER

30

NET
WAC RATE

30

NONRECOVERABLE
ADVANCE

30

NOTICE
OF FINAL DISTRIBUTION

30

OFFERED
CERTIFICATES

30

OFFICER’S
CERTIFICATE

30

OPINION
OF COUNSEL

31

OPTIONAL
TERMINATION DATE

31

OPTIONAL
TERMINATION

31

ORIGINAL
LOAN

31

OTS

31

OUTSTANDING

31

OUTSTANDING
LOAN

31

OVERCOLLATERALIZATION
AMOUNT

31

OVERCOLLATERALIZATION
DEFICIENCY

31

OVERCOLLATERALIZATION
RELEASE AMOUNT

32

OWNERSHIP
INTEREST

32

PASSTHROUGH
RATE

32

PAYING
AGENT

32

PERCENTAGE
INTEREST

32

PERMITTED
INVESTMENTS

32

PERMITTED
TRANSFEREE

33

PERSON

33

PLAN

34

iv
POOL
PRINCIPAL BALANCE

34

POPULAR
FINANCIAL

34

PRELIMINARY
PROSPECTUS SUPPLEMENT

34

POSTSTEPDOWN
REMAINING PRINCIPAL DISTRIBUTION AMOUNT

34

PRESTEPDOWN
REMAINING PRINCIPAL DISTRIBUTION AMOUNT

34

PREPAYMENT
INTEREST EXCESS

34

PREPAYMENT
INTEREST SHORTFALL

34

PREPAYMENT
PERIOD

34

PRIMARY
MORTGAGE INSURANCE POLICY

34

PRINCIPAL
DISTRIBUTION AMOUNT

34

PRINCIPAL
PREPAYMENT

34

PRINCIPAL
PREPAYMENT IN FULL

35

PRINCIPAL
REMITTANCE AMOUNT

35

PROSPECTUS
SUPPLEMENT

35

PUBLICLY
OFFERED CERTIFICATES

35

PURCHASE
PRICE

35

PTCE

35

RATING
AGENCY

35

REALIZED
LOSS AMOUNT

35

REALIZED
LOSSES

36

REALIZED
LOSS AMORTIZATION AMOUNT

36

RECORD
DATE

36

RECOVERY

36

REFERENCE
BANKS

36

REGULATION
AB

36

REFINANCE
LOAN

37

RELIEF
ACT

37

RELIEF
ACT REDUCTIONS

37

REMAINING
EXCESS INTEREST AMOUNT

37

REMAINING
INTEREST REMITTANCE AMOUNT

37

REMAINING
OVERCOLLATERALIZATION RELEASE AMOUNT

37

REMAINING
PRINCIPAL DISTRIBUTION AMOUNT

37

REMIC

37

REMIC
1

37

REMIC
1 REGULAR INTEREST

37

REMIC
2

37

REMIC
2 NET WAC CAP

37

REMIC
2 REGULAR INTEREST

38

REMIC
3

38

REMIC
3 REGULAR INTEREST

38

REMIC
CHANGE OF LAW

38

REMIC
PROVISIONS

38

REO
PROPERTY

38

REQUEST
FOR RELEASE

38

REQUIRED
INSURANCE POLICY

38

RESPONSIBLE
OFFICER

38

RULE
144A LETTER

38

SCHEDULED
PAYMENT

38

SECOND
LIEN LOAN

39

SECURITIES
ACT

39

SELLERS

39

SENIOR
CERTIFICATES

39

SENIOR
ENHANCEMENT PERCENTAGE

39

v
SENIOR
PRINCIPAL DISTRIBUTION AMOUNT

39

SENIOR
SPECIFIED ENHANCEMENT PERCENTAGE

39

SERVICER

39

SERVICER
ADVANCE DATE

39

SERVICING
ADVANCES

39

SERVICING
AMOUNT

39

SERVICING
CRITERIA

40

SERVICING
FEE

40

SERVICING
FEE RATE

40

SERVICING
OFFICER

40

S&P

40

STARTUP
DAY

40

STATED
PRINCIPAL BALANCE

40

STEPDOWN
DATE

40

SUBORDINATE
CERTIFICATES

40

SUBSERVICER

40

SUBSTITUTE
LOAN

40

SUBSTITUTION
ADJUSTMENT AMOUNT

41

SWAP
ACCOUNT

41

SWAP
AGREEMENT

41

SWAP
CLASS B1 REALIZED LOSS AMORTIZATION AMOUNT

41

SWAP
CLASS B2 REALIZED LOSS AMORTIZATION AMOUNT

41

SWAP
CLASS B3 REALIZED LOSS AMORTIZATION AMOUNT

41

SWAP
CLASS M1 REALIZED LOSS AMORTIZATION AMOUNT

41

SWAP
CLASS M2 REALIZED LOSS AMORTIZATION AMOUNT

41

SWAP
CLASS M3 REALIZED LOSS AMORTIZATION AMOUNT

42

SWAP
CLASS M4 REALIZED LOSS AMORTIZATION AMOUNT

42

SWAP
CLASS M5 REALIZED LOSS AMORTIZATION AMOUNT

42

SWAP
CLASS M6 REALIZED LOSS AMORTIZATION AMOUNT

42

SWAP
COUNTERPARTY

42

SWAP
COUNTERPARTY TRIGGER EVENT

42

SWAP
DISTRIBUTION AMOUNT

42

SWAP
EARLY TERMINATION

42

SWAP
EXTRA PRINCIPAL DISTRIBUTION AMOUNT

42

SWAP
LIBOR

43

SWAP
NOTIONAL BALANCE

43

SWAP
REALIZED LOSS AMORTIZATION AMOUNT

43

SWAP
STATED TERMINATION

43

SWAP
UNPAID REALIZED LOSS AMOUNT

43

SWAP
TERMINATION PAYMENT

43

TARGETED
OVERCOLLATERALIZATION AMOUNT

43

TAX
MATTERS PERSON

43

TAX
MATTERS PERSON CERTIFICATE

44

TERMINATION
PRICE

44

TRANSFER

44

TRANSFER
AFFIDAVIT

44

TRANSFEROR
CERTIFICATE

44

TRIGGER
EVENT

44

TRUSTEE

45

TRUSTEE
FEE

45

TRUSTEE
FEE RATE

46

TRUST
FUND

46

TRUSTEE
PERMITTED WITHDRAWAL AMOUNT

46

vi
UNPAID
REALIZED LOSS AMOUNT

46

UNDERWRITER
EXEMPTION

46

UNDERWRITERS

46

VOTING
RIGHTS

46

ARTICLE
II CONVEYANCE OF LOANS; REPRESENTATIONS AND
WARRANTIES

47

SECTION
2.01. CONVEYANCE OF LOANS

47

SECTION
2.02. ACCEPTANCE BY TRUSTEE OF THE TRUST FUND

49

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

51

SECTION
2.03A. ADDITIONAL OBLIGATIONS OF EQUITY ONEDELAWARE

53

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

53

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

53

SECTION
2.06. EXECUTION AND DELIVERY OF CERTIFICATES

54

SECTION
2.07. REMIC MATTERS

54

SECTION
2.08. COVENANTS OF THE SERVICER

55

ARTICLE
III ADMINISTRATION AND SERVICING OF LOANS

55

SECTION
3.01. SERVICER TO SERVICE LOANS

55

SECTION
3.02. SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
SERVICERS

56

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

56

SECTION
3.04. TRUSTEE TO ACT AS SERVICER

57

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

57

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

59

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

60

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

60

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

61

SECTION
3.10. ENFORCEMENT OF DUEONSALE CLAUSES; ASSUMPTION
AGREEMENTS

62

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

63

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

65

SECTION
3.13. SERVICING COMPENSATION

65

SECTION
3.14. ACCESS TO CERTAIN DOCUMENTATION

66

SECTION
3.15. ANNUAL STATEMENT AS TO COMPLIANCE

66

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

66

SECTION
3.17. ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS

67

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

67

SECTION
3.19. DELINQUENT LOANS

68

ARTICLE
IIIA RESERVE FUNDS AND EXTERNAL TRUST

68

SECTION
3A.01. SWAP ACCOUNT AND SWAP AGREEMENT

68

SECTION
3A.02. CAP ACCOUNT AND CAP AGREEMENT

69

SECTION
3A.03. THE FINAL MATURITY RESERVE FUND

70

SECTION
3A.04. NET WAC CAP ACCOUNT

71

SECTION
3A.05. EXTERNAL TRUST

71

vii
ARTICLE
IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER

72

SECTION
4.01. ADVANCES

72

SECTION
4.02. PRIORITIES OF DISTRIBUTION AND ALLOCATION

72

SECTION
4.02A. RECOVERIES

85

SECTION
4.03. MONTHLY STATEMENTS TO CERTIFICATEHOLDERS

86

SECTION
4.04. REPORTING

89

SECTION
5.01. THE CERTIFICATES

89

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

90

SECTION
5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES

94

SECTION
5.04. PERSONS DEEMED OWNERS

94

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

94

SECTION
5.06. MAINTENANCE OF OFFICE OR AGENCY

94

ARTICLE
VI THE DEPOSITOR AND THE SERVICER

95

SECTION
6.01. RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
SERVICER

95

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

95

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

95

SECTION
6.04. LIMITATION ON RESIGNATION OF SERVICER

96

SECTION
6.05. INDEMNIFICATION

96

ARTICLE
VII DEFAULT

96

SECTION
7.01. EVENTS OF DEFAULT

96

SECTION
7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR

98

SECTION
7.03. NOTIFICATION TO CERTIFICATEHOLDERS

99

SECTION
7.04. SURVIVABILITY OF SERVICER LIABILITIES

99

ARTICLE
VIII CONCERNING THE TRUSTEE

99

SECTION
8.01. DUTIES OF TRUSTEE

99

SECTION
8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE

100

SECTION
8.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR LOANS

102

SECTION
8.04. TRUSTEE MAY OWN CERTIFICATES

102

SECTION
8.05. TRUSTEE’S FEES AND EXPENSES

102

SECTION
8.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE

103

SECTION
8.07. RESIGNATION AND REMOVAL OF TRUSTEE

103

SECTION
8.08. SUCCESSOR TRUSTEE

104

SECTION
8.09. MERGER OR CONSOLIDATION OF TRUSTEE

104

SECTION
8.10. APPOINTMENT OF COTRUSTEE OR SEPARATE TRUSTEE

104

SECTION
8.11. TAX MATTERS

105

SECTION
8.12. PERIODIC FILINGS

107

SECTION
8.13. APPOINTMENT OF CUSTODIANS

107

SECTION
8.14. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES

107

SECTION
8.15. SUITS FOR ENFORCEMENT

108

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

108

SECTION
8.17. ENGAGEMENT BY TRUSTEE OF AFFILIATES OR THIRD PARTIES

109

SECTION
8.18. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE

109

ARTICLE
IX TERMINATION

109

SECTION
9.01. TERMINATION UPON LIQUIDATION OR PURCHASE OF ALL
LOANS

110

SECTION
9.02. FINAL DISTRIBUTION ON THE CERTIFICATES

110

SECTION
9.03. ADDITIONAL TERMINATION REQUIREMENTS

111

viii
ARTICLE
X MISCELLANEOUS PROVISIONS

111

SECTION
10.01. AMENDMENT.

112

SECTION
10.02. RECORDATION OF AGREEMENT; COUNTERPARTS.

113

SECTION
10.03. GOVERNING LAW.

113

SECTION
10.04. INTENTION OF PARTIES.

113

SECTION
10.05. NOTICES.

115

SECTION
10.06. SEVERABILITY OF PROVISIONS.

116

SECTION
10.07. ASSIGNMENT.

116

SECTION
10.08. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

116

SECTION
10.09. INSPECTION AND AUDIT RIGHTS.

116

SECTION
10.10. CERTIFICATES NONASSESSABLE AND FULLY PAID.

117

SECTION
10.11. THE CLOSING.

117

SECTION
10.12. INTERPRETATION.

117

SECTION
10.13. MATERIAL LITIGATION; AFFILIATIONS.

117

SECTION
10.14. NO PARTNERSHIP.

117

SECTION
10.15. PROTECTION OF ASSETS.

118

SECTION
10.16. EXECUTION OF SWAP AGREEMENT AND CAP AGREEMENT.

118

SCHEDULE
I

SI1

SCHEDULE
IIA

SIIA1

SCHEDULE
IIB

SIIB1

SCHEDULE
IIC

SIIC1

SCHEDULE
IID

SIID1

SCHEDULE
IIE

SIIE1

SCHEDULE
IIF

SIIF1

SCHEDULE
IIX

SIIX1

SCHEDULE
IIIA

SIIIA1

SCHEDULE
IIIB

SIIIB1

SCHEDULE
IIIC

SIIIC1

SCHEDULE
IIID

SIIID1

SCHEDULE
IIIE

SIIIE1

SCHEDULE
IIIF

SIIIF1

SCHEDULE
IV

IV1

SCHEDULE
V

V1

SCHEDULE
VI

VI1

ix
SCHEDULE
VII

VII1

EXHIBIT
X0

X00

XXXXXXX
X0

X00

XXXXXXX
X0

X00

XXXXXXX
X0

X00

XXXXXXX
B1

B11

EXHIBIT
X0

X00

XXXXXXX
X

X0

XXXXXXX
X

X0

EXHIBIT
E

E1

EXHIBIT
F

F1

EXHIBIT
G

X0

XXXXXXX
X

X0

XXXXXXX
I

I1

EXHIBIT
J

J1

EXHIBIT
X

X1

EXHIBIT
L

L1

EXHIBIT
M

M1

EXHIBIT
N

N1

EXHIBIT
O

O1

x
THIS
POOLING AND SERVICING AGREEMENT, dated as of September 1, 2006, 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
OneDelaware”)
and as
servicer (in such capacity, the “Servicer”),
Equity One, Incorporated, a Pennsylvania corporation (“Equity
OnePennsylvania”),
Popular Financial Services, LLC, a Delaware limited liability company
(“Popular
Financial”),
Equity One Consumer Loan Company, Inc. a New Hampshire corporation
(“Equity
OneNew Hampshire”),
Equity One, Inc., a Minnesota corporation (“Equity
OneMinnesota”
and,
together with Equity OneDelaware, Equity OnePennsylvania and Popular
Financial, the “Sellers”),
and
JPMorgan Chase Bank, National Association, 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
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 (14) 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 R2 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 R1
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
R1 Interest) is hereby designated as a regular interest in REMIC 1 (the “REMIC
1 Regular Interests”):
Class
Designation

Initial
Principal Balance

Interest
Rate


LTF1

$

4,265,898.50

(1

)


LTV1

$

4,265,898.50

(2

)


LTF2

$

4,145,461.50

(1

)


LTV2

$

4,145,461.50

(2

)


LTF3

$

4,168,152.50

(1

)


LTV3

$

4,168,152.50

(2

)


LTF4

$

4,140,318.50

(1

)


LTV4

$

4,140,318.50

(2

)


LTF5

$

4,140,814.00

(1

)


LTV5

$

4,140,814.00

(2

)


LTF6

$

4,170,144.00

(1

)


LTV6

$

4,170,144.00

(2

)


LTF7

$

4,145,422.00

(1

)


LTV7

$

4,145,422.00

(2

)


LTF8

$

4,171,692.00

(1

)


LTV8

$

4,171,692.00

(2

)


LTF9

$

4,147,249.50

(1

)


LTV9

$

4,147,249.50

(2

)


LTF10

$

4,067,953.50

(1

)


LTV10

$

4,067,953.50

(2

)


LTF11

$

3,946,101.50

(1

)


LTV11

$

3,946,101.50

(2

)


LTF12

$

3,848,920.00

(1

)


LTV12

$

3,848,920.00

(2

)


LTF13

$

3,774,716.00

(1

)


LTV13

$

3,774,716.00

(2

)


LTF14

$

3,662,105.00

(1

)


LTV14

$

3,662,105.00

(2

)


LTF15

$

3,591,591.50

(1

)


LTV15

$

3,591,591.50

(2

)


LTF16

$

3,484,755.00

(1

)


LTV16

$

3,484,755.00

(2

)


LTF17

$

3,399,418.50

(1

)


LTV17

$

3,399,418.50

(2

)


LTF18

$

3,335,193.50

(1

)


LTV18

$

3,335,193.50

(2

)


LTF19

$

3,235,372.00

(1

)


LTV19

$

3,235,372.00

(2

)


LTF20

$

3,173,266.00

(1

)


LTV20

$

3,173,266.00

(2

)


LTF21

$

3,079,620.00

(1

)


LTV21

$

3,079,620.00

(2

)


LTF22

$

3,020,574.50

(1

)


LTV22

$

3,020,574.50

(2

)


LTF23

$

47,763,529.00

(1

)

2
Class
Designation

Initial
Principal Balance

Interest
Rate


LTV23

$

47,763,529.00

(2

)


LTF24

$

1,135,952.50

(1

)


LTV24

$

1,135,952.50

(2

)


LTF25

$

1,111,167.00

(1

)


LTV25

$

1,111,167.00

(2

)


LTF26

$

1,086,937.00

(1

)


LTV26

$

1,086,937.00

(2

)


LTF27

$

1,063,252.00

(1

)


LTV27

$

1,063,252.00

(2

)


LTF28

$

1,040,097.50

(1

)


LTV28

$

1,040,097.50

(2

)


LTF29

$

1,017,461.50

(1

)


LTV29

$

1,017,461.50

(2

)


LTF30

$

995,333.50

(1

)


LTV30

$

995,333.50

(2

)


LTF31

$

973,699.50

(1

)


LTV31

$

973,699.50

(2

)


LTF32

$

952,550.00

(1

)


LTV32

$

952,550.00

(2

)


LTF33

$

955,964.50

(1

)


LTV33

$

955,964.50

(2

)


LTF34

$

910,999.50

(1

)


LTV34

$

910,999.50

(2

)


LTF35

$

891,252.50

(1

)


LTV35

$

891,252.50

(2

)


LTF36

$

871,946.50

(1

)


LTV36

$

871,946.50

(2

)


LTF37

$

853,069.50

(1

)


LTV37

$

853,069.50

(2

)


LTF38

$

834,612.50

(1

)


LTV38

$

834,612.50

(2

)


LTF39

$

816,567.00

(1

)


LTV39

$

816,567.00

(2

)


LTF40

$

798,921.50

(1

)


LTV40

$

798,921.50

(2

)


LTF41

$

781,668.50

(1

)


LTV41

$

781,668.50

(2

)


LTF42

$

764,798.00

(1

)


LTV42

$

764,798.00

(2

)


LTF43

$

748,301.50

(1

)


LTV43

$

748,301.50

(2

)


LTF44

$

732,171.00

(1

)


LTV44

$

732,171.00

(2

)


LTF45

$

716,397.00

(1

)


LTV45

$

716,397.00

(2

)


LTF46

$

700,972.00

(1

)


LTV46

$

700,972.00

(2

)


LTF47

$

685,888.50

(1

)


LTV47

$

685,888.50

(2

)


LTF48

$

671,138.50

(1

)


LTV48

$

671,138.50

(2

)

3
Class
Designation

Initial
Principal Balance

Interest
Rate


LTF49

$

656,713.00

(1

)


LTV49

$

656,713.00

(2

)


LTF50

$

642,607.00

(1

)


LTV50

$

642,607.00

(2

)


LTF51

$

628,811.00

(1

)


LTV51

$

628,811.00

(2

)


LTF52

$

615,319.50

(1

)


LTV52

$

615,319.50

(2

)


LTF53

$

602,124.50

(1

)


LTV53

$

602,124.50

(2

)


LTF54

$

589,220.00

(1

)


LTV54

$

589,220.00

(2

)


LTF55

$

576,599.50

(1

)


LTV55

$

576,599.50

(2

)


LTF56

$

564,255.50

(1

)


LTV56

$

564,255.50

(2

)


LTF57

$

552,183.00

(1

)


LTV57

$

552,183.00

(2

)


LTF58

$

540,375.50

(1

)


LTV58

$

540,375.50

(2

)


LTF59

$

25,081,904.00

(1

)


LTV59

$

25,081,904.00

(2

)


LTA

$

4,663,242.26

(3

)


R1

(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 R1 interest shall not have a principal amount and shall not
bear
interest. The Class R1 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 abovedescribed interest
rates.
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.
4
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 R2
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
LTA1

(1

)

$

84,244,500.00

Class
A1


Class
LTA2

(1

)

$

30,331,000.00

Class
A2


Class
LTA3

(1

)

$

16,257,000.00

Class
A3


Class
LTM1

(1

)

$

20,780,000.00

Class
M1


Class
LTM2

(1

)

$

11,555,000.00

Class
M2


Class
LTM3

(1

)

$

3,075,000.00

Class
M3


Class
LTM4

(1

)

$

3,075,000.00

Class
M4


Class
LTM5

(1

)

$

1,863,500.00

Class
M5


Class
LTM6

(1

)

$

2,702,000.00

Class
M6


Class
LTB1

(1

)

$

3,075,000.00

Class
B1


Class
LTB2

(1

)

$

2,609,000.00

Class
B2


Class
LTB3

(1

)

$

4,472,500.00

Class
B3


Class
LTAccrual

(1

)

$

188,702,742.26

N/A


Class
LTReserveIO

(2

)

(2

)

N/A


Class
LTSwapIO

(3

)

(3

)

N/A


Class
R2

(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 LTSwapIO 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 October 2016, the interest
rate on
each REMIC 1 Regular Interest shall be first reduced by the product
of (i)
the Final Maturity Reserve Fund Addition Rate multiplied by (ii)
the
quotient of (a) the Cutoff Date Principal Balance of the 40Year
Loans
divided by (b) the aggregate Cutoff Date Pool Principal Balance.

(2) 
The
Class LTReserveIO is and interestonly class that does not have
a
principal balance. The Class LTReserveIO 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 October 2016, and for each Distribution
Date on and after the Distribution Date in October 2016, shall accrue
interest at a fixed rate equal to the product of (i) the Final Maturity
Reserve Fund Addition Rate multiplied by (ii) the quotient of (a)
the
Cutoff Date Principal Balance of the 40Year Loans divided by (b)
the
aggregate Cutoff Date Pool Principal Balance. .

5
(3) 
The
Class LTSwapIO is an interestonly class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class LTSwapIO 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
LTF1


12

Class
LTF2


13

Class
LTF3


14

Class
LTF4


15

Class
LTF5


16

Class
LTF6


17

Class
LTF7


18

Class
LTF8


19

Class
LTF9


110

Class
LTF10


111

Class
LTF11


112

Class
LTF12


113

Class
LTF13


114

Class
LTF14


115

Class
LTF15


116

Class
LTF16


117

Class
LTF17


118

Class
LTF18


119

Class
LTF19


120

Class
LTF20


121

Class
LTF21


122

Class
LTF22


123

Class
LTF23


124

Class
LTF24


125

Class
LTF25


126

Class
LTF26


127

Class
LTF27


128

Class
LTF28


129

Class
LTF29


130

Class
LTF30


131

Class
LTF31


132

Class
LTF32


133

Class
LTF33


134

Class
LTF34


135

Class
LTF35


136

Class
LTF36


137

Class
LTF37


138

Class
LTF38


139

Class
LTF39


140

Class
LTF40

6
Distribution
Dates*

REMIC
1 Class Designation


141

Class
LTF41


142

Class
LTF42


143

Class
LTF43


144

Class
LTF44


145

Class
LTF45


146

Class
LTF46


147

Class
LTF47


148

Class
LTF48


149

Class
LTF49


150

Class
LTF50


151

Class
LTF51


152

Class
LTF52


153

Class
LTF53


154

Class
LTF54


155

Class
LTF55


156

Class
LTF56


157

Class
LTF57


158

Class
LTF58


159

Class
LTF59

*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 R2 interest is the sole class of residual interests in REMIC
2. It
does not have an interest rate or a principal
balance.

On
each
Distribution Date, interest shall be distributed on the REMIC 2 Regular
Interests based on the abovedescribed interest rates,
provided,
however,
that
interest that accrues on the Class LTAccrual 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
LTAccrual 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 LTA1, Class LTA2, Class LTA3, Class LTM1, Class
LTM2, Class LTM3, Class LTM4, Class LTM5, Class LTM6, Class
LTB1,
Class LTB2, and Class LTB3 Interests until the principal balance
of each
such REMIC 2 Regular Interest equals onehalf of the Class Certificate
Balance of the Corresponding Class of Certificates immediately after
such
Distribution Date; and

(b)

Second,
to the Class LTAccrual Interests, any remaining
amounts.

7
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

PassThrough
Rate(1)

Minimum
Denomination

Integral
Multiples in Excess of Minimum


Class
A1

$

168,489,000.00

LIBOR
+ 0.060% (2

)

$

25,000

$

1


Class
A2

$

60,662,000.00

LIBOR
+ 0.160% (3

)

$

25,000

$

1


Class
A3

$

32,514,000.00

LIBOR
+ 0.260% (4

)

$

25,000

$

1


Class
M1

$

41,560,000.00

LIBOR
+ 0.310% (5

)

$

25,000

$

1


Class
M2

$

23,110,000.00

LIBOR
+ 0.380% (6

)

$

25,000

$

1


Class
M3

$

6,150,000.00

LIBOR
+ 0.440% (7

)

$

25,000

$

1


Class
M4

$

6,150,000.00

LIBOR
+ 0.730% (8

)

$

25,000

$

1


Class
M5

$

3,727,000.00

LIBOR
+ 0.820% (9

)

$

25,000

$

1


Class
M6

$

5,404,000.00

LIBOR
+ 1.570% (10

)

$

25,000

$

1


Class
B1

$

6,150,000.00

LIBOR
+ 2.000%
(11

)

$

25,000

$

1


Class
B2

$

5,218,000.00

LIBOR
+ 2.000% (12

)

$

25,000

$

1


Class
B3

$

8,945,000.00

LIBOR
+ 2.000% (13

)

$

25,000

$

1


Class
X

(14

)

(14

)

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
PassThrough 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 PassThrough 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.

^{(2)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
0.120%.

^{(3)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
0.320%.

^{(4)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
0.520%.

^{(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 +
0.570%.

8
^{(7)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
0.660%.

^{(8)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
1.095%.

^{(9)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
1.230%.

^{(10)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
2.355%.

^{(11)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
3.000%.

^{(12)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
3.000%.

^{(13)} 
After
the Optional Termination Date, this rate will increase to LIBOR +
3.000%.

^{(14)}

For
purposes of the REMIC Provisions, the Class X Certificates shall
have an
initial principal balance of $4,663,242.26 (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 LTReserveIO
interest
and the LTSwapIO interest), over (ii) the product of (a) the weighted
average of the interest rates on the REMIC 2 Regular Interests (other
than
the Class LTReserveIO and LTSwapIO), computed for this purpose
by
subjecting the rate on the Class LTAccrual 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 PassThrough 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 LTReserveIO interest in REMIC 2. The third notional component
represent the right to receive all distributions in respect of the
Class
LTSwap IO in REMIC 2. For purposes of the REMIC Provisions, the
Class X
Certificate shall represent beneficial ownership of the Excluded
Trust
Assets.

In
calculating interest accrued for any Interest Accrual Period on any Class of
Certificates, other than the Class X Certificates, an actual/360 daycount
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 daycount convention shall be used.
9
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 B1,
Class
B2 and Class B3 Certificates on prior Distribution Dates pursuant to clauses
(xxxii) through (xxxvii) 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.
10
Applied
Realized Loss Amount
With
respect to (a) the Class M1 Certificates, the Class M1 Applied Realized Loss
Amount, (b) the Class M2 Certificates, the Class M2 Applied Realized Loss
Amount, (c) the Class M3 Certificates, the Class M3 Applied Realized Loss
Amount, (d) the Class M4 Certificates, the Class M4 Applied Realized Loss
Amount, (e) the Class M5 Certificates, the Class M5 Applied Realized Loss
Amount, (f) the Class M6 Certificates, the Class M6 Applied Realized Loss
Amount, (g) the Class B1 Certificates, the Class B1 Applied Realized Loss
Amount, (h) the Class B2 Certificates, the Class B2 Applied Realized Loss
Amount and (i) the Class B3 Certificates, the Class B3 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, and (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 BookEntry Certificate, the Person who is the beneficial owner
of
such BookEntry Certificate.
BookEntry
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.
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.
11
Cap
Agreement
The
Master Agreement dated as of September 28, 2006 (including the Schedule thereto
and the Transaction (as defined in the Cap Agreement) thereunder evidenced
by
the Confirmation (as defined in the Cap Agreement) bearing the reference number
N512432N dated as of September 28, 2006), relating to the Transaction, 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 PassThrough Certificates, Series 2006D.
Cap
Class B1 Realized Loss Amortization Amount
As
to the
Class B1 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class B1 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxviii) of the
Section 4.02(f) for that Distribution Date.
Cap
Class B2 Realized Loss Amortization Amount
As
to the
Class B2 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class B2 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxix) of Section
4.02(f) for that Distribution Date.
Cap
Class B3 Realized Loss Amortization Amount
As
to the
Class B3 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class B3 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxx) of the
Section 4.02(f) for that Distribution Date.
Cap
Class M1 Realized Loss Amortization Amount
As
to the
Class M1 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M1 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i)
through (xxii)
of the
Section 4.02(f) for that Distribution Date.
Cap
Class M2 Realized Loss Amortization Amount
As
to the
Class M2 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M2 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxiii) of the
Section 4.02(f) for that Distribution Date.
Cap
Class M3 Realized Loss Amortization Amount
As
to the
Class M3 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M3 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxiv) of the
Section 4.02(f) for that Distribution Date.
Cap
Class M4 Realized Loss Amortization Amount
As
to the
Class M4 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M4 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxv) of the
Section 4.02(f) for that Distribution Date.
Cap
Class M5 Realized Loss Amortization Amount
As
to the
Class M5 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M5 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxvi) of the
Section 4.02(f) for that Distribution Date.
12
Cap
Class M6 Realized Loss Amortization Amount
As
to the
Class M6 Certificates and as of any Distribution Date, the lesser of (a) the
Cap Unpaid Realized Loss Amount for the Class M6 Certificates as of that
Distribution Date and (b) the excess of (i) the Cap Distribution Amount over
(ii) the sum of the amounts described in clauses (i) through (xxvii) of the
Section 4.02(f) for that Distribution Date.
Cap
Counterparty
Deutsche
Bank AG, New York Branch.
Cap
Distribution Amount
As
defined in Section 4.02(f).
Cap
Extra Principal Distribution Amount
As
of any
Distribution Date, the lesser of (a) the remaining Cap Distribution Amount
after
making all of the distributions in clauses (i) through (xx) of Section 4.02(f),
(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 the funding of the Swap Extra
Principal Distribution Amount pursuant to clause (xxiii) of Section 4.02(e)
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 (xxiii) of Section 4.02(e) and clause (xxi)
of
Section 4.02(f) on all prior Distribution Dates.
Cap
Notional Balance
As
of any
Distribution Date, the notional balance specified under the Cap Agreement for
that Distribution Date.
Cap
Stated Termination
August
25, 2013, subject to the Following Business Day Convention (as such term is
defined in the Cap Agreement).
Cap
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 sum of (i) the Excess Cashflow Realized Loss
Amortization Amount paid to that Class pursuant to Section 4.02(d) on that
Distribution Date and (ii) the Swap Realized Loss Amortization Amount paid
to
that Class pursuant to Section 4.02(e) on that Distribution Date.
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 PassThrough Certificates Series
2006D.”
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.
13
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.
Certificate
Register
The
register maintained pursuant to Section 5.02.
Certificate
Registrar
JPMorgan
Chase Bank, N.A. 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
A1 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A1 and designated as a Class A1
Certificate.
Class
A2 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A1 and designated as a Class A2
Certificate.
Class
A3 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A1 and designated as a Class A3
Certificate.
Class
B1 Applied Realized Loss Amount
As
to the
Class B1 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 B1 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 B2 Applied Realized Loss
Amount and the Class B3 Applied Realized Loss Amortization Amount, in each
case
as of that Distribution Date.
Class
B1 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A4 and designated as a Class B1
Certificate.
14
Class
B1 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the Class M2
Certificates (after taking into account the payment of the Class M2 Principal
Distribution Amount on that Distribution Date), (iv) the Class Certificate
Balance of the Class M3 Certificates (after taking into account the payment
of
the Class M3 Principal Distribution Amount on that Distribution Date), (v)
the
Class Certificate Balance of the Class M4 Certificates (after taking into
account the payment of the Class M4 Principal Distribution Amount on that
Distribution Date), (vi) the Class Certificate Balance of the Class M5
Certificates (after taking into account the payment of the Class M5 Principal
Distribution Amount on that Distribution Date), (vii) the Class Certificate
Balance of the Class M6 Certificates (after taking into account the payment
of
the Class M6 Principal Distribution Amount on that Distribution Date) and
(viii) the Class Certificate Balance of the Class B1 Certificates immediately
prior to that Distribution Date over (b) the lesser of (i) the product of (A)
89.90% 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 Cutoff Date Pool Principal
Balance.
Class
B1 Realized Loss Amortization Amount
As
to the
Class B1 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class B1 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
B2 Applied Realized Loss Amount
As
to the
Class B2 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 B2 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 B3 Applied Realized Loss Amortization
Amount as of that Distribution Date.
Class
B2 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A4 and designated as a Class B2
Certificate.
Class
B2 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the Class M2
Certificates (after taking into account the payment of the Class M2 Principal
Distribution Amount on that Distribution Date), (iv) the Class Certificate
Balance of the Class M3 Certificates (after taking into account the payment
of
the Class M3 Principal Distribution Amount on that Distribution Date), (v)
the
Class Certificate Balance of the Class M4 Certificates (after taking into
account the payment of the Class M4 Principal Distribution Amount on that
Distribution Date), (vi) the Class Certificate Balance of the Class M5
Certificates (after taking into account the payment of the Class M5 Principal
Distribution Amount on that Distribution Date), (vii) the Class Certificate
Balance of the Class M6 Certificates (after taking into account the payment
of
the Class M6 Principal Distribution Amount on that Distribution Date), (viii)
the Class Certificate Balance of the Class B1 Certificates (after taking into
account the payment of the Class B1 Principal Distribution Amount on that
Distribution Date) and (ix) the Class Certificate Balance of the Class B2
Certificates immediately prior to that Distribution Date over (b) the lesser
of
(i) the product of (A) 92.70% 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 Cutoff
Date Pool Principal Balance.
15
Class
B2 Realized Loss Amortization Amount
As
to the
Class B2 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class B2 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
B3 Applied Realized Loss Amount
As
to the
Class B3 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 B3 Applied Realized Loss Amount, if any, on that
Distribution Date) and (b) the Realized Loss Amount as of that Distribution
Date.
Class
B3 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A4 and designated as a Class B3
Certificate.
Class
B3 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the Class M2
Certificates (after taking into account the payment of the Class M2 Principal
Distribution Amount on that Distribution Date), (iv) the Class Certificate
Balance of the Class M3 Certificates (after taking into account the payment
of
the Class M3 Principal Distribution Amount on that Distribution Date), (v)
the
Class Certificate Balance of the Class M4 Certificates (after taking into
account the payment of the Class M4 Principal Distribution Amount on that
Distribution Date), (vi) the Class Certificate Balance of the Class M5
Certificates (after taking into account the payment of the Class M5 Principal
Distribution Amount on that Distribution Date), (vii) the Class Certificate
Balance of the Class M6 Certificates (after taking into account the payment
of
the Class M6 Principal Distribution Amount on that Distribution Date), (viii)
the Class Certificate Balance of the Class B1 Certificates (after taking into
account the payment of the Class B1 Principal Distribution Amount on that
Distribution Date), (ix) the Class Certificate Balance of the Class B2
Certificates (after taking into account the payment of the Class B2 Principal
Distribution Amount on that Distribution Date) and (x) the Class Certificate
Balance of the Class B3 Certificates immediately prior to that Distribution
Date over (b) the lesser of (i) the product of (A) 97.50% 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 Cutoff Date Pool Principal Balance.
Class
B3 Realized Loss Amortization Amount
As
to the
Class B3 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class B3 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
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.
16
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 LTSwapIO 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 PassThrough 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.
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
M1 Applied Realized Loss Amount
As
to the
Class M1 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 M1 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 M2 Applied Realized Loss
Amount, the Class M3 Applied Realized Loss Amount, the Class M4 Applied
Realized Loss Amount, the Class M5 Applied Realized Loss Amount, the Class
M6
Applied Realized Loss Amount, the Class B1 Applied Realized Loss Amount, the
Class B2 Applied Realized Loss Amount and the Class B3 Applied Realized Loss
Amount, in each case as of that Distribution Date.
Class
M1 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M1
Certificate.
Class
M1 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 M1 Certificates immediately
prior to that Distribution Date over (b) the lesser of (i) the product of (A)
62.70% 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 Cutoff Date Pool Principal
Balance.
Class
M1 Realized Loss Amortization Amount
As
to the
Class M1 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M1 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
M2 Applied Realized Loss Amount
As
to the
Class M2 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 M2 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 M3 Applied Realized Loss
Amount, the Class M4 Applied Realized Loss Amount, the Class M5 Applied
Realized Loss Amount, the Class M6 Applied Realized Loss Amount, the Class
B1
Applied Realized Loss Amount, the Class B2 Applied Realized Loss Amount and
the
Class B3 Applied Realized Loss Amount, in each case as of that Distribution
Date.
17
Class
M2 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M2
Certificate.
Class
M2 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date) and (iii) the Class Certificate Balance of the Class M2
Certificates immediately prior to that Distribution Date over (b) the lesser
of
(i) the product of (A) 75.10% 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 Cutoff
Date Pool Principal Balance.
Class
M2 Realized Loss Amortization Amount
As
to the
Class M2 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M2 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
M3 Applied Realized Loss Amount
As
to the
Class M3 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 M3 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 M4 Applied Realized Loss
Amount, the Class M5 Applied Realized Loss Amount, the Class M6 Applied
Realized Loss Amount, the Class B1 Applied Realized Loss Amount, the Class
B2
Applied Realized Loss Amount and the Class B3 Applied Realized Loss Amount,
in
each case as of that Distribution Date.
Class
M3 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M3
Certificate.
Class
M3 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the M2 Certificates
(after taking into account the payment of the Class M2 Principal Distribution
Amount on that Distribution Date) and (iv) the Class Certificate Balance of
the
Class M3 Certificates immediately prior to that Distribution Date over (b)
the
lesser of (i) the product of (A) 78.40% 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 Cutoff Date Pool Principal Balance.
Class
M3 Realized Loss Amortization Amount
As
to the
Class M3 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M3 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.
18
Class
M4 Applied Realized Loss Amount
As
to the
Class M4 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 M4 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 M5 Applied Realized Loss
Amount, the Class M6 Applied Realized Loss Amount, the Class B1 Applied
Realized Loss Amount, the Class B2 Applied Realized Loss Amount and the Class
B3 Applied Realized Loss Amount, in each case as of that Distribution
Date.
Class
M4 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M4
Certificate.
Class
M4 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the M2 Certificates
(after taking into account the payment of the Class M2 Principal Distribution
Amount on that Distribution Date), (iv) the Class Certificate Balance of the
Class M3 Certificates (after taking into account the payment of the Class
M3
Principal Distribution Amount on that Distribution Date) and (v) the Class
Certificate Balance of the Class M4 Certificates immediately prior to that
Distribution Date over (b) the lesser of (i) the product of (A) 81.70% 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 Cutoff Date Pool Principal
Balance.
Class
M4 Realized Loss Amortization Amount
As
to the
Class M4 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M4 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
M5 Applied Realized Loss Amount
As
to the
Class M5 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 M5 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 M6 Applied Realized Loss
Amount, the Class B1 Applied Realized Loss Amount, the Class B2 Applied
Realized Loss Amount and the Class B3 Applied Realized Loss Amount, in each
case as of that Distribution Date.
Class
M5 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M5
Certificate.
Class
M5 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the M2 Certificates
(after taking into account the payment of the Class M2 Principal Distribution
Amount on that Distribution Date), (iv) the Class Certificate Balance of the
Class M3 Certificates (after taking into account the payment of the Class
M3
Principal Distribution Amount on that Distribution Date), (v) the Class
Certificate Balance of the Class M4 Certificates (after taking into account
the
payment of the Class M4 Principal Distribution Amount on that Distribution
Date) and (vi) the Class Certificate Balance of the Class M5 Certificates
immediately prior to that Distribution Date over (b) the lesser of (i) the
product of (A) 83.70% 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 Cutoff Date
Pool Principal Balance.
19
Class
M5 Realized Loss Amortization Amount
As
to the
Class M5 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M5 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
M6 Applied Realized Loss Amount
As
to the
Class M6 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 M6 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 B1 Applied Realized Loss
Amount, the Class B2 Applied Realized Loss Amount and the Class B3 Applied
Realized Loss Amount, in each case as of that Distribution Date.
Class
M6 Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit A3 and designated as a Class M6
Certificate.
Class
M6 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 M1 Certificates (after taking
into account the payment of the Class M1 Principal Distribution Amount on
that
Distribution Date), (iii) the Class Certificate Balance of the M2 Certificates
(after taking into account the payment of the Class M2 Principal Distribution
Amount on that Distribution Date), (iv) the Class Certificate Balance of the
Class M3 Certificates (after taking into account the payment of the Class
M3
Principal Distribution Amount on that Distribution Date), (v) the Class
Certificate Balance of the Class M4 Certificates (after taking into account
the
payment of the Class M4 Principal Distribution Amount on that Distribution
Date), (vi) the Class Certificate Balance of the Class M5 Certificates (after
taking into account the payment of the Class M5 Principal Distribution Amount
on that Distribution Date) and (vii) the Class Certificate Balance of the Class
M6 Certificates immediately prior to that Distribution Date over (b) the lesser
of (i) the product of (A) 86.60% 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
Cutoff Date Pool Principal Balance.
Class
M6 Realized Loss Amortization Amount
As
to the
Class M6 Certificates and as of any Distribution Date, the lesser of (a) the
Unpaid Realized Loss Amount for the Class M6 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.
20
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
B1.
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
PassThrough Rate.
Class
X Certificate
Any
Certificate executed and authenticated by the Trustee substantially in the
form
attached hereto as Exhibit B2 and designated as a Class X
Certificate.
Closing
Date
September
28, 2006.
Closing
Place
The
offices of Stradley, Ronon, Xxxxxxx & Xxxxx, LLP, 0000 Xxx Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
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 Cutoff 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 cashout refinance mortgage loan,
the
value of the mortgaged property is typically determined using an existing
appraisal that is no more than twentyfour months old; however, if the existing
appraisal is more than twentyfour 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 cashout refinance
mortgage loan, the value of the mortgaged property is determined using an
existing appraisal that is no more than twentyfour 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 twentyfour
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.
21
Combined
LoantoValue 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 in the State of New York at which (a) its
corporate trust business with respect to this Agreement shall be administered
is
located at JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New York, New
York
10004, Attention: Worldwide Securities Services/Structured Finance Services,
Popular ABS 2006D 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 0000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxxx
00000 Attention: Structured Finance Transfer Department Popular ABS 2006D,
or
such other address as the Trustee shall notify the Depositor, the Servicer,
the
Sellers and the Certificateholders.
Corresponding
Class
As
defined in the Preliminary Statement.
Custodial
Agreement
As
defined in Section 8.13.
Custodian
As
defined in Section 8.13.
Cutoff
Date
September
1, 2006.
Cutoff
Date Pool Principal Balance
$372,742,242.26.
Cutoff
Date Principal Balance
As
to any
Loan, the Stated Principal Balance thereof as of the close of business on August
31, 2006 giving effect to scheduled payments of principal and interest due
on
September 1, 2006, 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</