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

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

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

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 XXXXXX	00
XXXXXXXX XXX	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
XXXXX’X	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

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

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

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

SCHEDULE VII	VII-1

EXHIBIT X-0	X-0-0

XXXXXXX X-0	X-0-0

XXXXXXX X-0	X-0-0

XXXXXXX X-0	X-0-0

XXXXXXX B-1	B-1-1

EXHIBIT X-0	X-0-0

XXXXXXX X	X-0

XXXXXXX X	X-0

EXHIBIT E	E-1

EXHIBIT F	F-1

EXHIBIT G	X-0

XXXXXXX X	X-0

XXXXXXX I	I-1

EXHIBIT J	J-1

EXHIBIT X	X-1

EXHIBIT L	L-1

EXHIBIT M	M-1

EXHIBIT N	N-1

EXHIBIT O	O-1

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)

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)

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)

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.

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.

(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

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.

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.

⁽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.

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.

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.

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.

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 0000-X.

Xxx Xxxxxxxxxxxx

Xxxxxxxx Xxxx XX, Xxx Xxxx 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.

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.

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.

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.

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

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.

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

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

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.

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

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

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

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.

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.

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, 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 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, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, 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, 000 Xxxxxxxxx Xxxx Xx, Xxxxxxxxx, XX 00000-0000, 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.

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.

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.

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.

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.

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

Xxxxxx Xxx, 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.

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:

(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

Document Metadata

Table of Contents

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...