SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AMONG IXIS REAL ESTATE CAPITAL INC., as Buyer ECC CAPITAL CORPORATION, as Seller ENCORE CREDIT CORP., as Seller BRAVO CREDIT CORPORATION, as Seller and CONQUISTAMERICA, INC., as Seller Dated as of May 12, 2006 1 TABLE OF CONTENTS

SECOND AMENDED AND RESTATED

MASTER REPURCHASE AGREEMENT

AMONG

IXIS REAL ESTATE CAPITAL INC., as Buyer

ECC CAPITAL CORPORATION, as Seller

ENCORE CREDIT CORP., as Seller

BRAVO CREDIT CORPORATION, as Seller

and

CONQUISTAMERICA, INC., as Seller

Dated as of May 12, 2006

1

TABLE OF CONTENTS

Page

1. APPLICABILITY

2. DEFINITIONS

3. INITIATION; TERMINATION

4. MARGIN AMOUNT MAINTENANCE

5. INCOME PAYMENTS

6. REQUIREMENTS OF LAW

7. SECURITY INTEREST

8. PAYMENT, TRANSFER AND CUSTODY

9. HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

10. SELLER REPRESENTATIONS

11. COVENANTS OF SELLER

12. EVENTS OF DEFAULT

13. REMEDIES

14. INDEMNIFICATION AND EXPENSES

15. RECORDING OF COMMUNICATIONS

16. SINGLE AGREEMENT

17. NOTICES AND OTHER COMMUNICATIONS

18. ENTIRE AGREEMENT; SEVERABILITY; MODIFICATIONS

19. NON-ASSIGNABILITY

20. TERMINABILITY

21. GOVERNING LAW

22. SUBMISSION TO JURISDICTION; WAIVERS

23. NO WAIVERS, ETC.

24. SERVICING

25. INTENT

26. PERIODIC DUE DILIGENCE REVIEW

27. BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT

28. MISCELLANEOUS

29. CONFIDENTIALITY

30. CONFLICTS

31. SET-OFF

32. OBLIGATIONS JOINT AND SEVERAL

EXHIBITS

2

SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

This is a SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May 12, 2006, between IXIS REAL ESTATE CAPITAL INC, a New York corporation (“Buyer”), ENCORE CREDIT CORP., a California corporation (“Encore”), ECC CAPITAL CORPORATION, a Maryland corporation (“ECC”, BRAVO CREDIT CORPORATION, a California corporation (“Bravo”) and CONQUISTAMERICA, INC., a California corporation (“ConquistAmerica”, and together with Encore, ECC and Bravo, “Seller”).

From time to time the parties hereto may enter into transactions (“Committed Transactions”) in which Seller agrees to transfer to Buyer Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans on demand by Buyer against the transfer of funds by Seller. Additionally, from time to time, Buyer is prepared to consider entering into additional transactions (“Uncommitted Transactions”) in which Seller agrees to transfer to Buyer Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans on demand by Buyer, against the transfer of funds by Seller. Each such Committed Transaction and Uncommitted Transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing.

As used herein, the following terms shall have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa). Terms otherwise not defined herein shall have the meanings assigned thereto in the Custodial and Disbursement Agreement.

“40/30 Mortgage Loan” shall mean a Mortgage Loan which has an original term to maturity of not more than thirty years from commencement of amortization, with a forty year amortization schedule for the first 10 years and a twenty year amortization schedule thereafter.

“40/30 Sub-Limit” shall mean, as of any date, an amount equal to $30,000,000, provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the 40/30 Sub-Limit to an amount not less than 10% of the then outstanding Purchase Price of the Transactions.

“90% LTV/CLTV Mortgage Loan” shall mean (i) any First Lien Mortgage Loan with an LTV greater than 90% or (ii) any Second Lien Mortgage Loan with a CLTV greater than 90%.

“90% LTV/CLTV Sub-Limit” shall mean, as of any date, an amount equal to $30,000,000, provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the 90% LTV/CLTV Sub-Limit to an amount not less than 10% of the then outstanding Purchase Price of the Transactions.

“Acceptable Correspondent” shall mean a correspondent not rejected by Buyer in its sole discretion. Seller shall inform Buyer of any new proposed Acceptable Correspondent at least 5 Business Days prior to requesting a purchase of any related Correspondent Loan.

“Account Agreement” shall mean that certain letter agreement, dated June 30, 2004, among Encore, Buyer and the Bank, as amended by the Amendment and Joinder to Account Agreement, dated as of February 18, 2005, and the Second Amendment and Joinder to Account Agreement, dated as of May 12, 2006, among Encore, ECC, Bravo, ConquistAmerica, Inc., Buyer, and the Bank.

“Act of Insolvency” shall mean, with respect to any Person, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (ii) the seeking or consenting to the appointment of a receiver, trustee, custodian or similar official for such Person or any substantial part of the property of such Person; (iii) the appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such Person of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission in writing by such Person of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Person, or shall have taken any action to displace the management of such Person or to curtail its authority in the conduct of the business of such Person.

“Affiliate” shall mean with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

“Agreement” shall mean this Second Amended and Restated Master Repurchase Agreement, as the same may be further amended, supplemented or otherwise modified in accordance with the terms hereof.

“ALTA” shall mean the American Land Title Association.

“Alt-A First Mortgage Loan” shall mean an Eligible Asset which is an Alt-A Mortgage Loan and a First Lien Mortgage Loan.

“Alt-A Mortgage Loan” shall mean an Eligible Asset which is a Mortgage Loan made to a Mortgagor of “A” or “A-” credit quality (as determined by Seller in accordance with the Underwriting Guidelines), which is secured by a lien on a single-family Residential Dwelling and for which the related Mortgagor has a FICO score of greater than 600.

“Alt-A Second Mortgage Loan” shall mean an Eligible Asset which is an Alt-A Mortgage Loan and a Second Lien Mortgage Loan.

“Appraised Value” shall mean the value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

“Asset Schedule and Exception Report” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Asset Value” shall mean as of any date of determination with respect to each Mortgage Loan, the lesser of (a) the Purchase Percentage applicable to such Mortgage Loan multiplied by the Market Value of such Mortgage Loan as of such date and (b) the outstanding principal balance of such Mortgage Loan as of such date; provided, that, the following additional limitations on Asset Value shall apply:

(1) after giving effect to any requested Transaction, the aggregate Asset Value of all Townhouse/Condominium Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Townhouse/Condominium Sub-Limit;

(2) after giving effect to any requested Transaction, the aggregate Asset Value of all Second Lien Mortgage Loans which are Sub-Prime Mortgage Loans or Alt-A Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Second Lien Sub-Limit;

(3) after giving effect to any requested Transaction, the aggregate Asset Value of all Mortgage Loans which are not occupied by the related Mortgagor as its primary residence (as determined on the origination dated) owned hereunder by Buyer as of such date of determination may not exceed the Non-Owner Occupied Sub-Limit; provided no such Mortgage Loan (i) shall be a Sub-Prime Second Mortgage Loan or (ii) shall have a CLTV greater than 90%;

(4) after giving effect to any requested Transaction, the aggregate Asset Value of all Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the FICO Sub-Limit;

(5) after giving effect to any requested Transaction, the aggregate Asset Value of all Sub-Prime C Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Sub-Prime C Sub-Limit;

(6) after giving effect to any requested Transaction, the aggregate Asset Value of all Interest-Only Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Interest-Only Sub-Limit;

(7) after giving effect to any requested Transaction, the aggregate Asset Value of all Wet-Ink Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Wet-Ink Sub-Limit;

(8) after giving effect to any requested Transaction, the aggregate Asset Value of all Jumbo Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the Jumbo Sub-Limit;

(9) after giving effect to any requested Transaction, the aggregate Asset Value of all 40/30 Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the 40/30 Sub-Limit;

(10) after giving effect to any requested Transaction, the aggregate Asset Value of all 90% LTV/CLTV Mortgage Loans owned hereunder by Buyer as of such date of determination may not exceed the 90% LTV/CLTV Sub-Limit; and

(11) the Asset Value shall be deemed to be zero with respect to each Mortgage Loan (i) in respect of which there is a breach of a representation and warranty set forth in Schedule 1 (assuming each representation and warranty is made as of the date the Asset Value is determined), (ii) in respect of which there is a delinquency in the payment of principal and/or interest which continues for a period in excess of thirty (30) calendar days (without regard to any applicable grace periods), (iii) which has not been repurchased by Seller by the 150th day after the date on which it is first purchased by Buyer; provided, however, that the Asset Value of any Mortgage Loan that has not been repurchased by Seller by the 120th day after the date which it is first purchased by Buyer shall automatically be reduced by 10%, (iv) which has been released from the possession of Custodian under the Custodial and Disbursement Agreement to Seller for a period in excess of ten (10) calendar days, (v) which exceed the Sub-Limit for the related Class or (vi) which is a Wet-Ink Mortgage Loan, for which Custodian has failed to receive the related Mortgage Documents by the eighth (8th) Business Day following the applicable Purchase Date.

“Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to Buyer.

“Bank” shall mean Deutsche Bank National Trust Company, a national banking association, and its successors in interest, or such other depository institution as may be acceptable to Buyer in its sole discretion, and their respective successors in interest.

“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“Bear Stearns Facility” shall mean that Master Repurchase Agreement, dated as of November 28, 2005, between Seller and Bear Stearns Mortgage Capital, as may be amended from time to time, and all other documents or agreements executed in connection therewith, or replacement facilities with substantially similar terms (including, but not limited to, amounts and rates) with financial institutions approved by Buyer.

“Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in the State of New York (or state in which any of Custodian, Disbursement Agent, Seller or Buyer is located) is authorized or obligated by law or executive order to be closed.

“Buyer” shall mean CDC Mortgage Capital Inc., a New York corporation, and its successors in interest and assigns.

“Cash” shall mean all cash and Cash Equivalents, as shown on the balance sheet of Seller prepared in accordance with GAAP.

“Cash Equivalents” shall mean (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“S&P”) or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Class” shall mean each group of Mortgage Loans where each Mortgage Loan within such group qualifies as at least one of the following: 40/30 Mortgage Loan, 90% LTV/CLTV Mortgage Loan, Alt-A First Mortgage Loan, Alt-A Second Mortgage Loan, Sub-Prime First Mortgage Loan, Sub-Prime Second Mortgage Loan, First Lien Mortgage Loan, Second Lien Mortgage Loan, Townhouse/Condominium Mortgage Loan, Sub-Prime C Mortgage Loan, Sub-Prime D Mortgage Loan, Interest-Only Mortgage Loan and Wet-Ink Mortgage Loan, provided, that a Mortgage Loan may be within more than one Class as of any date of determination.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collection Account” shall mean the account established by the Bank subject to an Account Agreement, into which all Income shall be deposited in accordance with Section 5(a).

“Combined Loan-to-Value Ratio” or “CLTV” shall mean with respect to any Second Lien Mortgage Loan, the sum of the original principal balance of such Second Lien Mortgage Loan at the time of origination and the outstanding principal balance of any related first lien loan as of the date of origination of such Second Lien Mortgage Loan, divided by the lesser of (a) the Appraised Value of the related Mortgaged Property as of the date of origination of such Second Lien Mortgage Loan and (b) if the Mortgage Loan was originated in connection with the purchase of the related Mortgaged Property by the related Mortgagor, the purchase price of such Mortgaged Property.

“Commitment Fee” shall mean the fee payable by Seller to Buyer pursuant to Section 3(p) as set forth in the Side Letter.

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with Seller within the meaning of Section 4001 of ERISA or is part of a group which includes Seller and which is treated as a single employer under Section 414 of the Code.

“Confirmation” shall have the meaning specified in Section 3(c).

“Correspondent Loan” shall mean an Eligible Asset, which in no event may be a Wet-Ink Mortgage Loan, originated by an Acceptable Correspondent. Correspondent Loans shall require a separate Transaction Request from that in connection with any other Eligible Asset.

“Countrywide Facility” shall mean that Revolving Credit and Security Agreement, dated as of June 25, 2004, between Seller and Countrywide Warehouse Lending, as may be amended from time to time, and all other documents or agreements executed in connection therewith, or replacement facilities with substantially similar terms (including, but not limited to, amounts and rates) with financial institutions approved by Buyer.

“CSFB Facility” shall mean that Master Repurchase Agreement, dated as of February 18, 2005, between Seller and Credit Suisse First Boston Mortgage Capital LLC, as may be amended from time to time, and all other documents or agreements executed in connection therewith, or replacement facilities with substantially similar terms (including, but not limited to, amounts and rates) with financial institutions approved by Buyer.

“Custodial and Disbursement Agreement” shall mean that certain custodial and disbursement agreement, dated as of June 30, 2004, as amended by the Amendment and Joinder to Custodial and Disbursement Agreement, dated as of February 18, 2005, and the Second Amendment and Joinder to Custodial and Disbursement Agreement, dated as of May 12, 2006, by and among Buyer, Encore, ECC, Bravo, ConquistAmerica, Disbursement Agent and Custodian, as the same shall be modified and supplemented and in effect from time to time.

“Custodial Identification Certificate” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Custodian” shall mean Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as custodian under the Custodial and Disbursement Agreement, and any successor Custodian under the Custodial and Disbursement Agreement.

“DB Facility” shall mean that Master Repurchase Agreement, dated as of May 16, 2005, between Seller and DB Structured Products, Inc., as may be amended from time to time, and all other documents or agreements executed in connection therewith, or replacement facilities with substantially similar terms (including, but not limited to, amounts and rates) with financial institutions approved by Buyer.

“Default” shall mean an event that with notice or lapse of time or both would become an Event of Default.

“Disbursement Agent” shall mean Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as disbursement agent under the Custodial and Disbursement Agreement, and any successor Disbursement Agent under the Custodial and Disbursement Agreement.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Due Diligence Review” shall mean the performance by Buyer of any or all of the reviews permitted under Section 26 with respect to any or all of the Purchased Assets, as desired by Buyer from time to time.

“Effective Date” shall mean May 12, 2006, so long as the conditions precedent set forth in Section 3(a) shall have been satisfied.

“Electronic Agent” shall mean MERSCORP, INC., and its successors in interest.

“Electronic Tracking Agreement” shall mean the Electronic Tracking Agreement, dated as of June 30, 2004, among Buyer, Encore, Electronic Agent and MERS, as amended by the Amendment and Joinder to Electronic Tracking Agreement, dated as of February 18, 2005, and the Second Amendment and Joinder to Electronic Tracking Agreement, dated as of May 12, 2006, among Buyer, Encore, Bravo, ECC, ConquistAmerica, Electronic Agent and MERS, as the same shall be amended, supplemented or otherwise modified from time to time; provided that if no Purchased Assets are or will be MERS Designated Mortgage Loans, all references herein to the Electronic Tracking Agreement shall be disregarded.

“Electronic Transmission” shall mean the delivery of information in an electronic format acceptable to the applicable recipient thereof. An Electronic Transmission shall be considered written notice for all purposes hereof (except when a request or notice by its terms requires execution). Any document that requires signature that is delivered by Electronic Transmission via email that includes the sender’s name shall satisfy such signature requirement.

“Eligible Asset” shall mean a Mortgage Loan, including a Wet-Ink Mortgage Loan, (i) as to which the representations and warranties in Schedule 1 attached hereto are true and correct, (ii) which is underwritten strictly in accordance with Seller’s Underwriting Guidelines, a copy of which is attached hereto as Exhibit II or with such changes or exceptions as Buyer shall approve pursuant to Section 3(b)(9), and (iii) which is secured by a Lien on a Residential Dwelling.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which Seller is a member.

“Escrow Instruction Letter” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Eurodollar Rate” shall mean, with respect to each day a Transaction is outstanding (and reset on each day a Transaction is outstanding), the rate per annum equal to the rate appearing at page 5 of the Telerate Screen as one-month LIBOR at or about 9:00 a.m., New York City time, on such date (and if such date is not a Business Day, the Eurodollar Rate in effect on the Business Day immediately preceding such date), and if such rate shall not be so quoted, the average rate per annum at which three mutually acceptable banks are offered Dollar deposits at or about 8:00 a.m., New York City time, on such date by prime banks in the interbank eurodollar market where the eurodollar and foreign currency exchange operations in respect of its Transactions are then being conducted for delivery on such day for a period of thirty (30) days and in an amount comparable to the amount of the Transactions to be outstanding on such day. The Eurodollar Rate shall be reset by Buyer as described above and Buyer’s determination of Eurodollar Rate shall be conclusive upon the parties absent manifest error on the part of Buyer.

“Event of Default” shall have the meaning specified in Section 12.

“Excess Margin” shall have the meaning specified in Section 3(q).

“Existing Financing Facilities” shall mean the Wachovia facility, the Bear Stearns Facility, the CSFB Facility, the DB Facility and the Countrywide Facility, and such other facilities as may be identified from time to time by written notice from Seller to Buyer.

“Fannie Mae” shall mean the Federal National Mortgage Association, and its successors in interest.

“FICO Sub-Limit” shall mean, with respect to Mortgage Loans with FICO scores less than 550 and greater than or equal to 500, an amount not to exceed $30,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the FICO Sub-Limit to an amount not less than 10% of the then outstanding Purchase Price of the Transactions.”

“First Lien Mortgage Loan” shall mean an Eligible Asset secured by a first lien on the related Mortgaged Property.

“Foreclosed Loan” shall mean a Mortgage Loan the property securing which has been foreclosed upon by Seller.

“Freddie Mac” shall mean the Federal Home Loan Mortgage Corporation, and its successors in interest.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over Seller, any of its Subsidiaries or any of their properties.

“Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well another Person, to purchase assets, goods, securities or services, or to agree to take-or-pay arrangement or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance, or other obligations in respect of a Mortgaged Property, or other principal and interest advances made in the ordinary course of servicing the Mortgage Loans. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Hedging Strategy” shall mean the Hedging Strategy of Seller as set forth in Exhibit X.

“Income” shall mean, with respect to any Mortgage Loan at any time, all collections on and all proceeds of the Mortgage Loan, including any (but not limited to) all principal and interest payments, all insurance, condemnation and liquidation proceeds, all sale proceeds and all other recoveries and distributions of any kind, less any related servicing fees and other servicing compensation charged by Servicer.

“Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (f) Indebtedness of others Guaranteed by such Person; (g) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (h) Indebtedness of general partnerships of which such Person is secondarily or contingently liable (other than by endorsement of instruments in the course of collection), whether by reason of any agreement to acquire such indebtedness to supply or advance sums or otherwise; and (i) Capital Lease Obligations of such Person.

“Interest-Only Mortgage Loan” shall mean an Eligible Asset that pays interest only during an initial period of no more than 10 years and then, following such initial period, fully amortizes during the remaining term.

“Interest-Only Sub-Limit” shall mean an amount not to exceed $60,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Interest-Only Sub-Limit to an amount not less than 20% of the then aggregate outstanding Purchase Price of the Transactions.

“Interest Rate Protection Agreement” shall mean, with respect to any or all of the Mortgage Loans, any short sale of US Treasury securities, or futures contract, or options related contract, or interest rate swap, cap or collar agreement or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies and acceptable to Buyer.

“Interim Funder” shall mean, with respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the interim funder pursuant to the MERS Procedures Manual.

“Investor” shall mean, with respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the investor pursuant to the MERS Procedures Manual.

“Jumbo Mortgage Loan” shall mean an Eligible Asset which is secured by a First Lien Loan with an outstanding principal balance greater than $750,000 but less than or equal to $1,200,000.

“Jumbo Sub-Limit” shall mean, as of any date of determination, an amount not to exceed $12,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Jumbo Sub-Limit to an amount not less than 4% of the then aggregate outstanding Purchase Price of the Transactions.

“Late Payment Fee” shall have the meaning specified in Section 5(b).

“Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

“Loan-to-Value Ratio” or “LTV” shall mean with respect to any Mortgage Loan, the ratio of the original outstanding principal amount of such Mortgage Loan at the time of origination to the lesser of (a) the Appraised Value of the related Mortgaged Property at origination of such Mortgage Loan and (b) if the Mortgage Loan was originated in connection with the purchase of the related Mortgaged Property by the related Mortgagor, the purchase price of such Mortgaged Property.

“Margin Base” shall mean the aggregate Asset Value of all Purchased Assets which are Eligible Assets as of any date of determination.

“Margin Deficit” shall have the meaning specified in Section 4.

“Market Value” shall mean, as of any date in respect of any Mortgage Loan, the price at which such Mortgage Loan could readily be sold as determined in Buyer’s sole discretion, which price may be determined to be zero. Buyer’s determination of Market Value shall be conclusive upon the parties absent manifest error on the part of Buyer. All determinations of Market Value by Buyer shall be made in Buyer’s sole discretion exercised in good faith.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations or financial condition of Encore, ECC, Bravo or ConquistAmerica, (b) the ability of Encore, ECC, Bravo or ConquistAmerica to perform its obligations under any of the Repurchase Documents to which it is a party, (c) the validity or enforceability of any of the Repurchase Documents, (d) the rights and remedies of Buyer under any of the Repurchase Documents, (e) the timely payment of any amounts payable under the Repurchase Documents, or (f) the Asset Value of the Purchased Assets.

“Maximum Amount” shall mean $300,000,000.

“Maximum Committed Amount” shall mean $0.

“Maximum Uncommitted Amount” shall mean $300,000,000.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., and its successors in interest.

“MERS Designated Mortgage Loan” shall mean a Mortgage Loan for which Seller has designated or will designate MERS as, and has taken or will take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for Seller, in accordance with the MERS Procedure Manual.

“MERS Procedure Manual” shall mean the MERS Procedures Manual attached as Exhibit B to the Electronic Tracking Agreement, as it may be amended, supplemented or otherwise modified from time to time.

“MERS Report” shall mean the schedule listing MERS Designated Mortgage Loans and other information prepared by the Electronic Agent pursuant to the Electronic Tracking Agreement.

“MERS® System” shall mean the Electronic Agent’s mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.

“Mortgage” shall mean the mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien or second lien on a fee simple Residential Dwelling securing the Mortgage Note or a leasehold estate with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely accepted practice.

“Mortgage File” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Mortgage Loan” shall mean a mortgage loan originated in accordance with the Underwriting Guidelines which Custodian has been instructed to hold for Buyer pursuant to the Custodial and Disbursement Agreement including any Wet-Ink Mortgage Loan listed on a Transaction Request, and which Mortgage Loan includes, without limitation, (i) a Mortgage Note and related Mortgage, and (ii) all right, title and interest of Seller in and to the Mortgaged Property covered by such Mortgage.

“Mortgage Note” shall mean the original executed promissory note or other evidence of the indebtedness of a Mortgagor with respect to a Mortgage Loan.

“Mortgaged Property” shall mean a fee simple interest in or a leasehold estate with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely accepted practice the real property (including to the extent that the same constitutes collateral securing repayment of the debt evidenced by the related Mortgage Note, all improvements, buildings and fixtures thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagee” shall mean the record holder of a Mortgage Note secured by a Mortgage.

“Mortgagor” shall mean the obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

“Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by any of Encore, ECC, Bravo or ConquistAmerica or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Net Income” shall mean, with respect to any Person for any period, the net income of such Person for such period as determined in accordance with GAAP.

“Non-Owner Occupied Sub-Limit” shall mean an amount not to exceed $24,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, upon written notice to Seller, to reduce the Non-Owner Occupied Sub-Limit to not less than 8% of the aggregate outstanding Purchase Price of the Transactions.

“Payment Calculation Date” shall mean the tenth (10^th) day of each month.

“Payment Date” shall mean two (2) Business Days after the Payment Calculation Date.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Periodic Advance Repurchase Payment” has the meaning specified in Section 5(b).

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

“Plan” shall mean an employee benefit or other plan established or maintained by any Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Post-Default Rate” shall mean, in respect of any day a Transaction is outstanding or any other amount under this Agreement or any other Repurchase Document that is not paid when due to Buyer at the stated Repurchase Date or otherwise when due (a “Post-Default Day”), a rate per annum on a 360 day per year basis during the period from and including the due date to but excluding the date on which such amount is paid in full equal to 4% per annum plus the Prime Rate on such Post-Default Day.

“Price Differential” shall mean, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction).

“Pricing Rate” shall mean with respect to any Class of Mortgage Loans and any date of determination a rate per annum equal to the sum of (a) the Eurodollar Rate applicable on such date plus (b) the Pricing Spread for such Class applicable on such date.

“Pricing Spread” shall mean, with respect to any Class of Mortgage Loans, the rate per annum corresponding to such Class as set forth in the Side Letter.

“Prime Rate” shall mean the prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street Journal.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Agreement” shall mean any purchase agreement by and between any of or all of Encore, ECC, Bravo or ConquistAmerica and any third party, including without limitation, any Affiliate of Encore, ECC, Bravo or ConquistAmerica pursuant to which Encore, ECC, Bravo or ConquistAmerica has purchased assets subsequently sold to Buyer hereunder.

“Purchase Date” shall mean the date on which Purchased Assets are transferred by Seller to Buyer or its designee (including Custodian).

“Purchase Percentage” shall mean, with respect to any Class of Mortgage Loans, the applicable percentage corresponding to such Class as set forth in the Side Letter.

“Purchase Price” shall mean on each Purchase Date, the price at which Purchased Assets are transferred by Seller to Buyer or its designee (including Custodian) which shall equal the Asset Value for such Purchased Assets on the Purchase Date.

“Purchased Assets” shall mean the Mortgage Loans sold by Seller to Buyer in a Transaction; provided, however, that once such Mortgage Loans are repurchased or otherwise reacquired by Seller (whether in connection with the termination of a transaction or otherwise) such Mortgage Loans shall no longer be deemed Purchased Assets under this Agreement or any of the other Repurchase Documents and shall no longer be Eligible Assets.

“Purchased Items” has the meaning specified in Section 7.

“Regulations T, U and X” shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“REIT” shall mean a real estate investment trust, within the meaning of Sections 856 through 860 of the Code.

“REO Property” shall mean real property acquired by Seller, including a Mortgaged Property acquired through foreclosure of a Mortgage Loan or by deed in lieu of such foreclosure.

“Reportable Event” shall mean any of the events set forth in Section 4043(b) of ERISA or a successor provision thereof, other than those events as to which the thirty day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615 or one or more successor provision thereof.

“Representative” shall mean, with respect to any person (x) any Affiliate of such Person and (y) any officer, director, manager, member, partner, employee, agent, independent contractor, consultant, attorney, advisor or any other authorized representative of such Person or any Affiliate of such Person.

“Repurchase Date” shall mean the date on which Seller is to repurchase the Purchased Assets from Buyer as specified in the related Confirmation including any date determined by application of the provisions of Sections 3 or 13 which date shall be specified as “open” unless otherwise requested by Seller and agreed by Buyer; provided that in no event shall the Repurchase Date be in excess of 364 days after the Purchase Date. If the Transaction is “open”, the Repurchase Date shall be one (1) Business Day after the date upon which either Buyer (in its sole discretion) or Seller (in its sole discretion) provides to the other written notice of its intention to sell or repurchase, as applicable, the applicable Mortgage Loans; provided that the Repurchase Date shall not, in any event, exceed 364 days from the date hereof.

“Repurchase Documents” shall mean this Agreement, the Custodial and Disbursement Agreement and the Account Agreement, and all other documents or agreements executed in connection therewith.

“Repurchase Obligations” shall have the meaning specified in Section 7(b).

“Repurchase Price” shall mean the price at which Purchased Assets are to be transferred from Buyer or its designee (including Custodian) to Seller upon termination of a Transaction (including a Transaction in which the Repurchase Date is specified as “open” in the related Confirmation), which will be determined in each case as the sum of the Purchase Price and the Price Differential as of the date of such determination, including (to the extent specifically allocated to such Purchased Assets) any amounts paid pursuant to Requests for Additional Transactions for Excess Margin under Section 3(q), decreased by all cash (including cash paid by Seller following receipt of a Margin Deficit Notice under Section 4(a)) actually received by Buyer with respect to such Purchased Assets and further decreased by all Income and Periodic Advance Repurchase Payments (including Late Payment Fees, if any) actually received by Buyer pursuant to Sections 5(a) or 5(b), respectively, with respect to such Purchased Assets.

“Request for Additional Transactions for Excess Margin” shall have the meaning specified in Section 3(q)(1).

“Requirement of Law” shall mean as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Residential Dwelling” shall mean any one of the following: (i) a detached single family dwelling, (ii) a two-to-four family dwelling, (iii) a unit in a condominium project, or (iv) a detached single family dwelling in a planned unit development (v) a dwelling situated on a leasehold estate (with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely accepted practice). Mortgaged Properties that consist of the following property types are not Residential Dwellings: (a) co-operative units, (b) log homes, (c) earthen homes, (d) underground homes, (e) mobile homes or manufactured housing units, (f) any dwelling situated on more than twenty (20) acres of property.

“Responsible Officer” shall mean, as to any Person, the chief executive officer, the chief financial officer, the treasurer or the chief operating officer of such Person.

“Second Lien Mortgage Loan” shall mean an Eligible Asset secured by a lien on the Mortgaged Property, which is subject to one prior lien on such Mortgaged Property.

“Second Lien Sub-Limit” shall mean an amount not to exceed $45,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Second Lien Sub-Limit to an amount not less than 15% of the then aggregate outstanding Purchase Price of the Transactions.

“Security Agreement” shall mean with respect to any Mortgage Loan, any contract, instrument or other document related to security for repayment thereof (other than the related Mortgage and Mortgage Note), executed by the Mortgagor and/or others in connection with such Mortgage Loan, including without limitation, any security agreement, guaranty, title insurance policy, hazard insurance policy, chattel mortgage, letter of credit or certificate of deposit or other pledged accounts, and any other documents and records relating to any of the foregoing.

“Seller” shall mean, collectively, Encore, ECC, Bravo or ConquistAmerica and their respective successors in interest.

“Seller Asset Schedule” shall have the meaning assigned thereto in the Custodial and Disbursement Agreement.

“Seller-Related Obligations” shall mean any obligations, representations, warranties and covenants of any of Encore, ECC, Bravo or ConquistAmerica hereunder and under any other arrangement between any of Encore, ECC, Bravo or ConquistAmerica or an Affiliate of any of Encore, ECC , Bravo or ConquistAmerica (other than any of the Sprint Parties) on the one hand and Buyer or an Affiliate of Buyer on the other hand.

“Servicer” shall have the meaning specified in Section 24.

“Servicer Account” shall mean any account established by Servicer in connection with the servicing of the Mortgage Loans.

“Servicer Notice” shall mean the notice from Seller to Servicer, substantially in the form of Exhibit VII attached hereto.

“Servicing Agreement” shall have the meaning specified in Section 24.

“Servicing File” shall have with respect to each Mortgage Loan, the file retained by Seller consisting of originals of all documents in the Mortgage File which are not delivered to a Custodian and copies of all documents in the Mortgage File set forth in Section 2 of the Custodial and Disbursement Agreement.

“Servicing Records” shall have the meaning specified in Section 24.

“Settlement Agent” shall mean, with respect to any Transaction involving a Wet-Ink Mortgage Loan, a person or entity identified by Seller and approved by Buyer in its sole discretion prior to the Transaction, which person or entity may be a title company, escrow company or attorney in accordance with local law and practice in the jurisdiction where the related Wet-Ink Mortgage Loan is being originated, to which the proceeds of such Transaction are to be wired pursuant to Section 3.

“Side Letter” shall mean the side letter agreement, dated as of February 18, 2005, as amended by the Amended and Restated Side Letter, dated as of February 17, 2006, and the Second Amended and Restated Side Letter, dated as of May 12, 2006, among the Buyer, Encore, ECC, Bravo and ConquistAmerica, as may be further amended from time to time.

“Sprint Parties” shall mean Spring Funding Corporation, as California corporation or SFCHC Inc., a California corporation and their respective Subsidiaries.

“Sub-Limit” shall mean, as applicable, each of the 40/30 Sub-Limit, 90% LTV/CLTV Sub-Limit, the Second Lien Sub-Limit, the Non-Owner Occupied Sub-Limit, the FICO Sub-Limit, the Sub-Prime C Sub-Limit, the Townhouse/Condominium Sub-Limit, the Interest-Only Sub-Limit and the Wet-Ink Sub-Limit. For purpose of determining a violation of a Sub-Limit hereunder, at no time shall the aggregate of the Asset Value of all Mortgage Loans subject to outstanding Transactions hereunder violate any single Sub-Limit.

“Sub-Prime C Mortgage Loan” shall mean an Eligible Asset which is a Sub-Prime Mortgage Loan made to a Mortgagor of “C” or “C-” credit quality (as determined by Seller in accordance with the Underwriting Guidelines), which is secured by a lien on a single-family Residential Dwelling.

“Sub-Prime C Sub-Limit” shall mean, as of any date of determination, an amount not to exceed $15,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Sub-Prime C Sub-Limit to an amount not less than 5% of the then aggregate outstanding Purchase Price of the Transactions.

“Sub-Prime D Mortgage Loan” shall mean an Eligible Asset which is a Sub-Prime Mortgage Loan made to a Mortgagor at a time when a notice of default or similar instrument has been recorded and continues to be effective with respect to the related Mortgaged Property.

“Sub-Prime First Mortgage Loan” shall mean an Eligible Asset which is a Sub-Prime Mortgage Loan and a First Lien Mortgage Loan.

“Sub-Prime Mortgage Loan” shall mean an Eligible Asset which is not an Alt-A Mortgage Loan.

“Sub-Prime Second Mortgage Loan” shall mean an Eligible Asset which is a Sub-Prime Mortgage Loan and a Second Lien Mortgage Loan.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tangible Net Worth” shall mean, with respect to any Person, as of a particular date,

(a) all amounts which would be included under capital on a balance sheet of such Person at such date, determined in accordance with GAAP, less

(b) (i) amounts owing to such Person from Affiliates, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or their respective Affiliates, (ii) intangible assets, (iii) the value of REO Property and Foreclosed Loans, and (iv) “accumulated other comprehensive income or loss”, as reported in accordance with GAAP on such Person’s consolidated statement of shareholder equity.

“Termination Date” shall mean the date which is 364 days from the date hereof, which shall be May 11, 2007, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law, as may be extended pursuant to Section 3(m).

“Test Period” shall have the meaning specified in Section 11(m).

“Total Indebtedness” shall mean with respect to any Person, for any period, the aggregate consolidated Indebtedness of such Person during such period maintained in accordance with GAAP, less Indebtedness related to securitized loans which remain on such Person’s balance sheet pursuant to FASB 140.

“Townhouse/Condominium Mortgage Loan” shall mean an Eligible Asset secured by a Residential Dwelling which is a unit in a townhouse or condominium project.

“Townhouse/Condominium Sub-Limit” shall mean an amount not to exceed $30,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Second Lien Sub-Limit to an amount not less than 10% of the then aggregate outstanding Purchase Price of the Transactions.

“Transaction” shall have the meaning specified in Section 1.

“Transaction Request” shall mean a request from Seller to Buyer, in the form attached as Exhibit I hereto, to enter into a Transaction, which may be delivered via Electronic Transmission.

“True Sale Certification” shall mean a true sale certification in the form of Exhibit VI attached hereto.

“Trust Receipt” shall mean a trust receipt issued by Custodian to Buyer confirming Custodian’s possession of certain Mortgage Files which are held by Custodian for the benefit of Buyer or the registered holder of such trust receipt.

“Underwriting Guidelines” shall mean the underwriting guidelines (which take into account the exception policies and procedures set forth therein) delivered by Seller to Buyer on or prior to the Effective Date and as may be modified or supplemented from time to time thereafter as approved by Buyer in its sole discretion attached hereto as Exhibit II.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection and the priority of the security interest in any Purchased Items is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection and the priority.

“Wachovia Facility” shall mean collectively, (a) that Securities Purchase Agreement, dated as of September 1, 2004, among Encore SPV Trust III, Encore, Wachovia Bank, N.A., Everen Capital Corporation, Wachovia Capital Markets, LLC and the other purchasers named therein and (b) that Master Repurchase Agreement, dated as of March 16, 2005, among Encore, ECC and Wachovia Bank, N.A., in both cases as may be amended from time to time, and all other documents or agreements executed in connection therewith, or replacement facilities with substantially similar terms (including, but not limited to, amounts and rates) with financial institutions approved by Buyer.

“Wet-Ink Mortgage Loan” shall mean an Eligible Asset which is sold to Buyer simultaneously with the origination thereof by Seller, which origination is in accordance with the Underwriting Guidelines and is funded in part or in whole with proceeds of the sale of the Eligible Asset to Buyer advanced directly to a Settlement Agent.

“Wet-Ink Sub-Limit” shall mean an amount not to exceed $120,000,000; provided Buyer shall have the right, upon written notice to Seller, from time to time, to reduce the Second Lien Sub-Limit to an amount not less than 40% of the then aggregate outstanding Purchase Price of the Transactions.

(A) Second Amended and Restated Master Repurchase Agreement. This Second Amended and Restated Master Repurchase Agreement duly completed and executed by the parties thereto. In addition, each of Encore, ECC, Bravo or ConquistAmerica shall have taken such other action as Buyer shall have requested in order to perfect the security interests created pursuant to this Agreement, including filing of UCC financing statements in form and substance satisfactory to Buyer;

(B) Second Amendment and Joinder to Custodial and Disbursement Agreement. The Second Amendment and Joinder to Custodial and Disbursement Agreement, duly executed and delivered by each party thereto. In addition, Seller shall have taken such other action as Buyer shall have requested in writing in order to transfer the Purchased Assets pursuant to this Agreement;

(C) Second Amendment and Joinder to Account Agreement. The Second Amendment and Joinder to Account Agreement, duly executed and delivered by each party thereto;

(D) Second Amendment and Joinder to Electronic Tracking Agreement. The Second Amendment and Joinder to Electronic Tracking Agreement, duly executed and delivered by each party thereto;

(E) Amendment and Joinder to Second Amended and Restated Side Letter. The Amendment and Joinder to Second Amended and Restated Side Letter, duly executed and delivered by each party thereto;

(F) Opinions of Counsel. An opinion or opinions of inside and outside counsel to each of Encore, ECC, Bravo and ConquistAmerica, substantially in the form of Exhibit III, or such other forms as shall be acceptable to Buyer;

(G) Organizational Documents. A good standing certificate and certified copies of the charter and by-laws (or equivalent documents) of each of Encore, ECC, Bravo and ConquistAmerica and of all corporate or other authority for each of Encore, ECC, Bravo and ConquistAmerica with respect to the execution, delivery and performance of the Repurchase Documents and each other document to be delivered by each of Encore, ECC, Bravo and ConquistAmerica from time to time in connection herewith (and Buyer may conclusively rely on such certificate until it receives notice in writing from either of Encore, ECC, Bravo and ConquistAmerica as applicable, to the contrary);

(H) Consents and Waivers. Any and all consents and waivers required under the Existing Financing Facilities;

(I) UCC Financing Statements. UCC Financing Statements in form and substance satisfactory to Buyer naming ECC, Bravo and ConquistAmerica as Debtors and Buyer as Secured Party and describing the Purchased Items;

(J) Underwriting Guidelines. A copy of Seller’s current Underwriting Guidelines, as well as a copy of and any material changes to the Underwriting Guidelines made since the Underwriting Guidelines were last delivered to Buyer;

(K) Servicing Agreement(s). Any Servicing Agreement, certified as a true, correct and complete copy of the original, with a letter attached thereto acknowledged by the applicable Servicer directing Servicer to remit all payments on account of the Mortgage Loans that constitute Purchased Assets directly to Buyer upon receipt of notice from Buyer of the occurrence of an Event of Default; and

(L) Other Documents. Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.

(A) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

(C) there shall have occurred a material adverse change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement;

Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of the date of such purchase) and shall be deemed to be a request for a Committed Transaction; provided that if after giving effect to the requested Committed Transaction, the aggregate amount of outstanding Committed Transactions shall have Purchase Prices in excess of the Maximum Committed Amount, such latest request shall be deemed a request for an Uncommitted Transaction.

With respect to any request for an Uncommitted Transaction, unless otherwise agreed in writing, upon receipt of the Transaction request, Buyer may, in its sole discretion, agree to enter into that portion of the requested Transaction representing a request for an Uncommitted Transaction and such agreement shall be evidenced by a Confirmation to be delivered to Seller on the Purchase Date as described below.

On each Purchase Date, Buyer shall forward to Seller a confirmation (a “Confirmation”) by Electronic Transmission setting forth with respect to each Transaction funded on such date, (1) the mortgage loan number, (2) the Purchase Price for the related Purchased Assets, (3) the Market Value of the related Purchased Assets as of the date of such Confirmation, (4) the outstanding principal amount of such Purchased Assets, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets. Buyer shall forward to Seller a revised Confirmation by Electronic Transmission notifying Seller as to any changes made by Buyer in the Pricing Spread or Purchase Percentage pursuant to the terms hereof.

On each date that all the documents set forth in Section 2(a)(i) of the Custodial and Disbursement Agreement are received by Custodian with respect to any Wet-Ink Mortgage Loan, and Custodian delivers to Buyer a Trust Receipt attaching an Asset Schedule and Exception Report with respect to such Eligible Purchased Assets, Buyer shall forward to Seller a new Confirmation by Electronic Transmission setting forth the following information, updated to reflect the revised Pricing Rate, and, if applicable, Market Value as a result of the conversion of such Purchased Assets, (1) the mortgage loan number, (2) the Purchase Price for such Purchased Assets, (3) the Market Value of such related Purchased Assets, (4) the outstanding principal amount of such Purchased Assets, (5) the Repurchase Date, (6) the Pricing Rate and (7) the Class designations of such Purchased Assets.

In the event Seller disagrees with any terms of the Confirmation, Seller shall notify Buyer in writing of such disagreement within one (1) Business Day after receipt of such Confirmation unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that it is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that Seller believes they should be stated, and must be received by Buyer no more than one (1) Business Day after the Confirmation was received by Seller.

Any payment made by Seller to repurchase Purchased Assets shall be first applied to repurchase Purchased Assets under Uncommitted Transactions until all outstanding Uncommitted Transactions have been terminated; it being understood that it is the intention of the parties hereto that at no time shall there be any outstanding Uncommitted Transactions when the aggregate amount of the Purchase Price with respect to all outstanding Committed Transactions is less than the Maximum Committed Amount.

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable.

Title to all Purchased Assets and the proceeds of any related Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets and the proceeds of any related Purchased Items. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and (and to the extent of Buyer’s interest therein) any related Purchased Items or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and (and to the extent of Buyer’s interest therein) any related Purchased Items, all on terms that Buyer may determine in its sole discretion; provided, however, that upon termination of a Transaction in accordance with the provisions of this Agreement, the related purchased Assets and other Purchased Items shall be free and clear of any security interests and other Liens created by Buyer. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets and other Purchased Items delivered to Buyer by Seller.

Each of Encore, ECC, Bravo and ConquistAmerica on behalf of itself and on behalf of each other, represents and warrants to Buyer that as of the Purchase Date for the purchase of any Purchased Assets by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder and at all times while the Repurchase Documents and any Transaction hereunder is in full force and effect:

On and as of the date of this Agreement and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each of Encore, ECC, Bravo and ConquistAmerica, on behalf of itself and on behalf of each other, Seller covenants that:

(A) any reportable event, as defined in Section 4043(c) of ERISA or any successor provision thereof and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or any successor provision thereof, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA or any successor provision thereof, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any successor provision thereof); and any request for a waiver under Section 412(d) of the Code or any successor provision thereof for any Plan;

(B) the distribution under Section 4041(c) of ERISA or any successor provision thereof of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan;

(C) the institution by PBGC of proceedings under Section 4042 of ERISA or any successor provision thereof for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

(D) the complete or partial withdrawal from a Multiemployer Plan by Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA or any successor provision thereof (including the obligation to satisfy secondary liability as a result of a purchaser default) that would have a Material Adverse Effect or the receipt by Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or any successor provision thereof or that it intends to terminate or has terminated under Section 4041A of ERISA or any successor provision thereof;

(E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller or any ERISA Affiliate to enforce Section 515 of ERISA or any successor provision thereof, which proceeding is not dismissed within thirty (30) days; and

(F) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or an ERISA Affiliate fails to provide timely security to such Plan in accordance with the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA or any successor provision thereof.

ECC will furnish to Buyer, at the time ECC furnishes each set of financial statements pursuant to paragraphs (a)(1) and (a)(2) above, a certificate of a Responsible Officer of ECC to the effect that, to the best of such Responsible Officer’s knowledge, ECC during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Repurchase Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action ECC has taken or proposes to take with respect thereto).

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Seller setting forth details of the occurrence referred to therein and stating what action Seller has taken or proposes to take with respect thereto.

If any of the following events (each, an “Event of Default”) occur, Seller and Buyer shall have the rights set forth in Section 13, as applicable:

(A) (i) Seller’s obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date, and to pay all other amounts owed by Seller hereunder, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be remitted to and retained by Buyer and applied to the aggregate unpaid Repurchase Prices and any other amounts owed by Seller hereunder, and (iii) Seller shall immediately deliver to Buyer any Purchased Assets subject to such Transactions then in Seller’s possession or control;

(B) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price, (x) the Post-Default Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date (decreased as of any day by (i) any amounts actually in the possession of Buyer pursuant to clause (C) of this subsection, (ii) any proceeds from the sale of Purchased Assets applied to the Repurchase Price pursuant to subsection (a)(4) of this Section 13, and (iii) any amounts applied to the Repurchase Price pursuant to subsection (a)(4) of this Section 13); and

(C) all Income actually received by Buyer pursuant to Section 5 (excluding any Late Payment Fees paid pursuant to Section 5(b)) shall be applied to the aggregate unpaid Repurchase Price owed by Seller.

Buyer and Seller shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions upon notice to the other party of such recording. Buyer and Seller consent to the admissibility of such tape recordings in any court, arbitration, or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transaction hereunder; (iii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iv) to promptly provide notice to the other after any such set off or application.

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein and under the Custodial and Disbursement Agreement (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by email, telex or telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or thereof); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given under Section 3 (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by email, telex or telecopy or personally delivered or, in the case of a mailed notice, upon receipt; provided, however, that any notice or other communication which is transmitted, delivered or received other than on a Business Day during normal business hours shall be deemed transmitted, delivered or received on the next succeeding Business Day. For all purposes hereof an Electronic Transmission shall constitute written notice.

This Agreement together with the other Repurchase Documents and the Account Agreement constitute the entire understanding between Buyer and Seller with respect to the subject matter it covers and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Assets. By acceptance of this Agreement, Buyer and Seller acknowledge that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. No amendment, modification or release from any provision of this Agreement shall be effective unless in writing and executed by or on behalf of the party or parties to be charged therewith and shall be effective only in the specific instance and for the specific purpose for which given.

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by Seller without the prior written consent of Buyer, and any attempted assignment without such consent shall be null and void; provided that no such consent shall be required with respect to any assignments by operation of law in connection with any mergers or consolidations permitted pursuant to Section 11(d). Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement.

This Agreement may be terminated by either Seller or Buyer upon 30 days written notice to the other party. Notwithstanding the foregoing, this Agreement shall remain applicable to any Transaction then outstanding. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 shall survive the termination of this Agreement.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES.

EACH OF BUYER, ENCORE, ECC, BRAVO AND CONQUISTAMERICA HEREBY IRREVOCABLY AND UNCONDITIONALLY:

No failure on the part of Buyer to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Repurchase Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Repurchase Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Purchased Assets (including without limitation, any Mortgage Loan Seller has requested Buyer purchase hereunder), for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable (but no less than five (5) Business Days) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller and/or Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Seller Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, including without limitation ordering new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. Buyer shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 26 (“Due Diligence Costs”); provided that, (i) in the event that a Default or an Event of Default shall have occurred or (ii) in the event that Buyer shall determine the need to confirm compliance with local, state or federal laws concerning the regulation of predatory lending practices, Seller shall reimburse Buyer for all Due Diligence Costs for any and all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 26.

Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Each of Buyer and Seller hereby acknowledges and agrees that all information regarding the terms set forth in any of the Repurchase Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any third party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, or (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) in the event of a Default or an Event of Default Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Assets or otherwise to enforce or exercise Buyer’s rights hereunder, (iv) Buyer determines it necessary to disclose such information to its counterparties or agents in connection with Buyer’s rights under Section 9, (v) either party deems it necessary or advisable to disclose the confidential terms to its Representatives provided that such Representatives agree or are under a duty to observe this covenant of confidentiality, or (vi) Seller reasonably determines that it is necessary or advisable to disclose such information to a prospective hedge counterparty in order to obtain any hedge instrument hereunder provided that such hedge counterparties agree or are under a duty to observe this covenant of confidentiality. The provisions set forth in this Section 29 shall survive the termination of this Agreement for a period of one year following such termination. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal income tax treatment of the Transactions, any fact relevant to understanding the federal tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Spread, Commitment Fee, Purchase Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the purported or claimed federal income tax treatment of the Transactions and is not relevant to understanding the purported or claimed federal income tax treatment of the Transactions, without the prior written consent of Buyer.

In the event of any conflict between the terms of this Agreement, any other Repurchase Document and any Confirmation, the documents shall control in the following order of priority: first, the terms of the Confirmation shall prevail, then the terms of this Agreement shall prevail, and then the terms of the other Repurchase Documents shall prevail.

In addition to any rights and remedies of Buyer provided by this Agreement and by law, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, upon any amount becoming due and payable by Seller to Buyer hereunder or otherwise (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all monies and other property of Seller, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any and all other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, and in each case at any time held or owing by Buyer or any Affiliate thereof to or for the credit or the account of Seller. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER:

IXIS REAL ESTATE CAPITAL INC.

By: Anthony Malanga
Name: Anthony Malanga
Title: Managing Director


By: Kathy Lynch
Name: Kathy Lynch
Title: Director

Address for Notices:
9 West 57^th Street
New York, NY 10019
Attn: Ray Sullivan
Telecopier No.: (212)  ###-###-####
Telephone No.: (212)  ###-###-####
Email: r ***@***

with a copy to:
9 West 57^th Street
New York, NY 10019
Attn: Al Zakes, Esq., General Counsel
Telecopier No.: (212)  ###-###-####
Telephone No.: (212)  ###-###-####
Email: ***@***

and with a copy to:
9 West 57^th Street
New York, NY 10019
Attn: Michael Friedman
Telecopier No.: (212)  ###-###-####
Telephone No.: (212)  ###-###-####
Email: m ***@***

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SELLER:

ENCORE CREDIT CORP.

By: Roque Santi
Name: Roque Santi
Title: EVP and CFO


Address for Notices:
1833 Alton Parkway
Irvine, California 92606
Attn: Roque Santi
Telecopier No.: 949 ###-###-####
Telephone No: 949 ###-###-####
Email: ***@***

with a copy to:

1833 Alton Parkway
Irvine, California 92606
Attn: Alanna Darling
Telecopier No.: 949 ###-###-####
Telephone No.: 949 ###-###-####
Email: ***@***

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SELLER:

ECC CAPITAL CORPORATION

By: Roque Santi
Name: Roque Santi
Title: EVP and CFO


Address for Notices:
1833 Alton Parkway
Irvine, California 92606
Attn: Roque Santi
Telecopier No.: 949 ###-###-####
Telephone No: 949 ###-###-####
Email: ***@***

with a copy to:

1833 Alton Parkway
Irvine, California 92606
Attn: Alanna Darling
Telecopier No.: 949 ###-###-####
Telephone No.: 949 ###-###-####
Email: ***@***

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SELLER:

BRAVO CREDIT CORPORATION

By: Roque Santi
Name: Roque Santi
Title: EVP and CFO


Address for Notices:
1833 Alton Parkway
Irvine, California 92606
Attn: Roque Santi
Telecopier No.: 949 ###-###-####
Telephone No: 949 ###-###-####
Email: ***@***

with a copy to:

1833 Alton Parkway
Irvine, California 92606
Attn: Alanna Darling
Telecopier No.: 949 ###-###-####
Telephone No.: 949 ###-###-####
Email: ***@***

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SELLER:

CONQUISTAMERICA, INC.

By: Roque Santi
Name: Roque Santi
Title: EVP and CFO


Address for Notices:
1833 Alton Parkway
Irvine, California 92606
Attn: Roque Santi
Telecopier No.: 949 ###-###-####
Telephone No: 949 ###-###-####
Email: ***@***

with a copy to:

1833 Alton Parkway
Irvine, California 92606
Attn: Alanna Darling
Telecopier No.: 949 ###-###-####
Telephone No.: 949 ###-###-####
Email: ***@***

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