ex10-1.htm


    EXHIBIT
10.1

     

     

    WAIVER

    


    This
Waiver (the “Waiver”), is entered
into effective as of May 5, 2009, by and among, Ministry Partners Funding, LLC
(the “Borrower”),
Evangelical Christian Credit Union (the “Servicer”) and BMO
Capital Markets Corp. (the “Agent”).  Reference
is made to the Loan, Security and Servicing Agreement, dated as of October 30,
2007, as heretofore amended (the “Loan Agreement”),
among the Borrower, the Servicer, the Agent, Fairway Finance Company, LLC, U.S.
Bank National Association, and Lyon Financial Services, Inc. (d/b/a U.S. Bank
Portfolio Services).

     

    RECITALS

     

    WHEREAS,
subparagraph (p) of the definition of “Event of Default” in Exhibit I to the
Loan Agreement provides that it shall be an Event of Default if a Hedge Deficit
or Hedge Surplus in excess of 10% shall exist and not be cured within 5 Business
Days (the “Hedging
Requirement”);

     

    WHEREAS,
the Borrower has informed the Agent that it will not be able to comply with the
Hedging Requirement during the period beginning on April 16, 2009 through and
including May 31, 2009 (the “Hedge Waiver
Period”);

     

    WHEREAS,
subparagraph (xxxv) of the definition of “Eligible Mortgage Loan” in Exhibit I
to the Loan Agreement requires that no more than 18 months have passed since
such Mortgage Loan was initially included within the pool of Eligible Mortgage
Loans (the “Vintage
Loan Requirement”);

     

    WHEREAS,
as of May 1, 2009, many of the Mortgage Loans in the Mortgage Loan Pool do not
comply with the Vintage Loan Requirement;

     

    WHEREAS,
the Borrower has requested that Agent waive the requirement that all Eligible
Mortgage Loans comply with the Vintage Loan Requirement during the period
beginning on May 1, 2009 through and including May 31, 2009 (the “Vintage Waiver
Period”);

     

    WHEREAS,
Agent has agreed to waive the Hedging Requirement during the Hedge Waiver Period
and the Vintage Loan Requirement during the Vintage Waiver Period;

     

    NOW,
THEREFORE, in consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are all hereby acknowledged, Borrower, Servicer
and Agent covenant and agree as follows:

     

    1.           Definitions.  Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Loan Agreement.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    2.           Waiver.

     

    (a)           The
Agent hereby irrevocably waives any breach or violation of the Loan Agreement
resulting solely from the Borrower’s failure to comply with the Hedging
Requirement during the Hedge Waiver Period only.

     

    (b)           The
Agent hereby irrevocably waives any breach or violation of the Loan Agreement
resulting solely from the Borrower’s failure to comply with the Vintage Loan
Requirement during the Vintage Waiver Period only.  For the avoidance
of doubt, upon the termination of the Vintage Waiver Period, the Borrower shall
be required to cure any breach or violation of the Loan Agreement that occurs as
a result of the failure of any Mortgage Loan included in the Mortgage Loan Pool
to comply with the Vintage Loan Requirement.

     

    3.           Governing
Law.  This Waiver shall be construed in accordance with the
substantive laws of the State of New York (without regard to conflict of law
principles, other than Section 5-1401 of the New York General Obligations Law)
and the obligations, rights and remedies of the parties hereto shall be
determined in accordance with such laws.

     

    


    4.           Binding
Effect.  This Waiver shall be binding upon and inure to the
benefit of the Servicer, the Borrower and the Agent.

    


    5.           Execution in
Counterparts.  This Waiver may be executed by the parties
hereto in separate counterparts (or upon separate signature pages bound together
into one or more counterparts), each of which, when so executed and delivered,
shall be an original, but all such counterparts shall together constitute one
and the same instrument.  Delivery of any executed signature page to
this Waiver by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

    


    This Waiver
is limited as specified and shall not constitute an amendment, modification,
acceptance or waiver of any provision of any of the Transaction Documents, other
than as specifically set forth in Section 2 above.  The Loan Agreement
and each other Transaction Document is ratified and confirmed hereby in all
respects by each of the parties hereto.

    


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    IN
WITNESS WHEREOF, the undersigned have each caused to be duly executed and
delivered, as of the date first above written, this Waiver.

     

     

    
      
        
          	 
      	
                  MINISTRY
      PARTNERS FUNDING, LLC, as Borrower

                   

                   

                   

                
	 
      	
                  By:_________________________________

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                   

                   

                   

                
	 
      	
                  EVANGELICAL
      CHRISTIAN CREDIT UNION, as Servicer

                   

                   

                   

                
	 
      	
                  By:_________________________________

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                
	 
      	
                   

                   

                   

                   

                
	 
      	
                  BMO
      CAPITAL MARKETS CORP., as Agent

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  By:_________________________________

                
	 
      	
                  Name:

                
	 
      	
                  Title: