Exhibit
10.6




EXECUTION
VERSION










MORTGAGE
LOAN PURCHASE AGREEMENT




among




MINISTRY
PARTNERS INVESTMENT CORPORATION,




as
Seller,




and




MINISTRY
PARTNERS FUNDING, LLC,




as
Purchaser




Dated as
of October 30, 2007




TABLE
OF CONTENTS




PageArticle
      I DEFINITIONS
              1Section
      1.01.
              Certain
      Defined Terms
              1Section
      1.02.
              Computation
      of Time Periods
              4Section
      1.03.
              References
      to Agreements, Etc.
              4Section
      1.04.
              Capitalized
      Terms Incorporated by Reference to the Loan Agreement
              4Article
      II SALES AND PURCHASES; SETTLEMENTS
              4Section
      2.01.
              General
      Terms
              4Section
      2.02.
              Purchase
      Price
              5Section
      2.03.
              Transfers
      and Assignments
              5Section
      2.04.
              Protection
      of the Purchaser’s Ownership of the Purchased Assets
              6Section
      2.05.
              Mortgage
      Files
              6Section
      2.06.
              Document
      Defects; Repurchase of Ineligible Mortgage Loans
              10Section
      2.07.
              Pledge
      by Purchaser
              12Article
      III REPRESENTATIONS AND WARRANTIES
              12Section
      3.01.
              Representations
      and Warranties of the Seller
              12Article
      IV CONDITIONS PRECEDENT
              16Section
      4.01.
              Conditions
      to Closing Date
              16Section
      4.02.
              Conditions
      to Purchase of Mortgage Loans
              16Article
      V COVENANTS
              17Section
      5.01.
              Covenants
              17Section
      5.02.
              Negative
      Covenants of the Seller
              20Article
      VI TERMINATION
              21Section
      6.01.
              Term
              21Section
      6.02.
              Effect
      of Termination
              21Article
      VII INDEMNIFICATION
              21Section
      7.01.
              Indemnification
              21Section
      7.02.
              Procedures
      for Indemnification
              23Section
      7.03.
              Other
      Costs and Expenses
              23Article
      VIII MISCELLANEOUS
              23Section
      8.01.
              Waivers;
      Amendments
              23Section
      8.02.
              Notices
              23Section
      8.03.
              Governing
      Law; Submission to Jurisdiction; Integration
              24Section
      8.04.
              Severability;
      Counterparts, Waiver of Setoff
              24Section
      8.05.
              Assignments
              24Section
      8.06.
              Confidentiality
              24Section
      8.07.
              No
      Petition
              25Section
      8.08.
              WAIVER
      OF JURY TRIAL
              25Section
      8.09.
              Payments
      Set Aside
              25Section
      8.10.
              No
      Implied Waiver; Cumulative Remedies
              25Section
      8.11.
              No
      Discharge
              26Section
      8.12.
              No
      Recourse
              26Section
      8.13.
              Supplemental
      Conveyance
              26






ii








EXHIBITSExhibit
      A
            Form
      of Supplemental Conveyance











iii


MORTGAGE
LOAN PURCHASE AGREEMENT




THIS
MORTGAGE LOAN PURCHASE AGREEMENT dated as of October 30, 2007 (as amended,
supplemented or otherwise modified from time to time, this “Agreement”), is among
MINISTRY PARTNERS INVESTMENT CORPORATION, a California corporation, as seller
(the “Seller”)
and Ministry Partners Funding, LLC, a Delaware limited liability company, as
purchaser (the “Purchaser”).




R E C I T
A L S :




WHEREAS,
the Seller desires to transfer from time to time its entire right, title and
interest in certain mortgage loans and related assets, and the Purchaser desires
to acquire such right, title and interest in such eligible mortgage loans and
related assets, subject to the terms and conditions of this
Agreement;




WHEREAS,
it is contemplated that the Purchased Mortgage Loans purchased hereunder will be
pledged by the Purchaser to the Agent for the benefit of the Secured
Parties;




WHEREAS,
the Seller agrees that all representations, warranties, covenants and agreements
made by the Seller herein with respect to the Purchased Mortgage Loans shall
also be for the benefit of the Agent for the benefit of the Secured
Parties;




NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for good and sufficient consideration, the parties hereto agree as
follows:




ARTICLE
I




DEFINITIONS




Section
1.01.  Certain
Defined Terms .  As
used in this Agreement, the following terms shall have the following
meanings:




“Agreement” shall have
the meaning set forth in the preamble hereto.




“Cut-off Date” shall
mean, (i) with respect to the Purchased Mortgage Loans sold on the Initial
Purchase Date, the close of business on September 30, 2007 and (ii) with respect
to Purchased Mortgage Loans sold on a subsequent Purchase Date, the close of
business on  the last day of the calendar month immediately preceding
such Purchase Date or such other date agreed to by the Seller and the Purchaser
in connection with any Supplemental Conveyance.




“Deficiency” shall
mean as of any date and with respect to any Mortgage File and Mortgage Loan
related thereto (i) the failure of any one or more of the documents, instruments
or agreements contained therein to appear on their face to be fully executed or
to correspond substantively to the information on the related Mortgage Loan
Schedule; (ii) any one or more of the documents, instruments or agreements
contained therein are mutilated, materially damaged, torn or otherwise
physically altered; (iii) the absence from a Mortgage File of any document,
instrument or agreement required to be contained therein as of such date, or
(iv) any discrepancies
between the information set forth in the Mortgage Loan Schedule with respect to
such Mortgage Loan and the information set forth in the Mortgage
File.







"Deleted Mortgage
Loan" shall mean a Mortgage Loan that is repurchased from the Purchaser
pursuant to the terms hereof and is replaced by one or more Qualifying
Substitute Mortgage Loans.




“Excluded Taxes” shall
have the meaning set forth in Section 7.02
hereof.




“Financial Asset”
shall have the meaning specified in Section 8-102(a)(9) of the Relevant
UCC.




“Indemnified Amounts”
shall have the meaning set forth in Section 7.01
hereof.




“Initial Purchase
Date” shall mean October 30, 2007.




“Legal Requirements”
means all federal, state, county, municipal and other governmental statutes,
laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions
of Governmental Authorities affecting the related Mortgaged Property or any part
thereof, or the construction, use, alteration or operation thereof, or any part
thereof, whether now or hereafter enacted and in force, and all permits,
licenses and authorizations and regulations relating thereto, and all covenants,
agreements, restrictions and encumbrances contained in any instruments at any
time in force affecting such Mortgaged Property or any part thereof, including,
without limitation, any which may (i) require repairs, modifications or
alterations in or to such Mortgaged Property or any part thereof, or (ii) in any
way limit the use and enjoyment thereof.




“Loan Agreement” shall
mean the Loan, Security and Servicing Agreement, dated as of October 30, 2007,
by and among Ministry Partners Funding, LLC, as Borrower, Fairway Finance
Company, LLC, as Lender, Evangelical Christian Credit Union, as Servicer, BMO
Capital Markets Corp., as Agent, and U.S. Bank National Association, as
Custodian, and Account Bank and Lyon Financial Services, Inc. (d/b/a U.S. Bank
Portfolio Services), as Back-up Servicer.




“Mortgage File” shall
have the meaning set forth in Section 2.05
hereof.




“Mortgage Loan” means
a loan secured by a mortgage, deed of trust or other instrument creating a lien
on an estate in fee simple interest in real property.




“Officer’s
Certificate” means a certificate signed by the President, an Executive
Vice President, a Senior Vice President, a Vice President,  the
Treasurer, Assistant Treasurer, the Secretary, an Assistant Secretary or any
other authorized officer of the Seller, as the case may be, and delivered to the
Purchaser and the Agent.




“Purchase” shall mean
a purchase hereunder by the Purchaser of Mortgage Loans, Related Security and
Collections with respect thereto, on each Purchase Date.




2


“Purchase Date” shall
mean the Initial Purchase Date and each other date on which a Mortgage Loan is
sold pursuant to Section 2.01(b) and
pursuant to any Supplemental Conveyance.




“Purchase Price” shall
mean, for the Mortgage Loans sold on any Purchase Date, the amount specified
herein or in the related Supplemental Conveyance, as applicable, which amount
shall be equal to the aggregate Outstanding Principal Balance of such Mortgage
Loans as of the applicable Cut-Off Date plus an amount equal to the accrued and
unpaid interest on such Mortgage Loans as of the Purchase Date (which the
Purchaser and the Seller hereby acknowledge represents the fair value of such
Mortgage Loans).




“Purchase Termination
Event” shall have the meaning set forth in Section 6.01
hereof.




“Purchased Assets”
shall mean, (i) each Purchased Mortgage Loan and the related Outstanding
Principal Balance of such Mortgage Loan as of the close of business on the
related Cut-Off date for such Purchased Mortgage Loan, (ii) all documents
required to be included in the Mortgage Files and other Records relating to each
such Purchased Mortgage Loan, including without limitation all monies due or to
become due under or in connection therewith, (iii) all Related Security with
respect to each Purchased Mortgage Loan, (iv) all Collections with respect to
each Purchased Mortgage Loan, (v) all Transaction Documents to which Seller is a
party (including without limitation, all rights of indemnification arising
thereunder and all UCC financing statements filed pursuant thereto), (vi) all
other rights and payments relating to the Purchased Mortgage Loans and other
Collateral, (vii) all bank and similar accounts relating to collections on and
proceeds of the Purchased Mortgage Loans and Mortgaged Properties (whether now
existing or hereafter established), and all cash, investment property,
instruments, financial assets or other property that are held or required to be
deposited in such accounts and (viii) all proceeds (including, without
limitation, “proceeds” as defined in Article 9 of the UCC as in effect in
the State of New York) of any of the foregoing, including without limitation
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
or on account of the sale or other disposition of any or all of such
items.




“Purchased Mortgage
Loan” shall mean the Mortgage Loans that are sold, or that are purported
to have been sold, by the Seller to the Purchaser pursuant to this Agreement and
which are identified on the Schedule of Mortgage Loans; provided, that if at
any time, a Mortgage Loan becomes a Repurchased Mortgage Loan or a Deleted
Mortgage Loan, such Mortgage Loan shall no longer constitute a Purchased
Mortgage Loan.




“Purchaser” shall have
the meaning set forth in the preamble hereto.




"Qualifying Substitute
Mortgage Loan" shall mean, in the case of a Mortgage Loan substituted for
a Deleted Mortgage Loan, a Mortgage Loan that, on the date of such substitution,
is an Eligible Mortgage Loan.




3


“Repurchase Amount”
shall mean, with respect to any Repurchased Mortgage Loan, as of the date of
such repurchase, an amount equal to the Outstanding Balance of such Mortgage
Loan as of the date of such repurchase.




“Repurchased Mortgage
Loan” shall mean, at any time, a Mortgage Loan as to which payment of the
Repurchase Amount has previously been made by the Seller pursuant to this
Agreement.




“Schedule of Mortgage
Loans” shall mean Schedule 1 attached
hereto identifying the Purchased Mortgage Loans as of the initial Cut-off Date
(which Schedule may be in the form of microfiche or in electronic format,
including disk, electronic file, CD-ROM or other manner acceptable to the
Purchaser), as the same may be supplemented from time to time in connection with
each Supplemental Conveyance delivered thereafter and as the same may be
otherwise amended in accordance with the terms hereof.




“Seller” shall have
the meaning set forth in the preamble hereto.




“Supplemental
Conveyance” shall mean the Supplemental Conveyance required to be
delivered on each Purchase Date (other than the Initial Purchase Date) pursuant
to Section 4.02
hereof, in substantially the form of Exhibit A
hereto.




Section
1.02.  Computation of Time
Periods .  Unless
otherwise stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but
excluding.”




Section
1.03.  References
to Agreements, Etc . to Include Amendments and
Other Modifications.  Any reference in this Agreement to any
agreement means such agreement as it may be amended, restated, supplemented or
otherwise modified from time to time.  Any reference in this Agreement
to any law, statute, regulation, rule or other legislative action shall mean
such law, statute, regulation, rule or other legislative action (and any
successor thereto) as amended, supplemented or otherwise modified from time to
time, and shall include any rule or regulation promulgated
thereunder.  Any reference in this Agreement to a Person shall include
the permitted successors or assignees of such Person.




Section
1.04.  Capitalized Terms
Incorporated by Reference to the Loan Agreement .  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
specified in the Loan Agreement.




ARTICLE
II




SALES AND
PURCHASES; SETTLEMENTS




Section
2.01.  General
Terms (a)          Upon the terms and
subject to the conditions herein, on the Initial Purchase Date the Seller shall
sell to the Purchaser without recourse, and the Purchaser shall acquire from the
Seller, the Purchased Assets listed on the Schedule of Mortgage Loans for the
Purchase Price of $[_______________].  Upon the terms and subject to
the conditions herein, after the Initial Purchase Date but prior to the date on
which this Agreement terminates in accordance with Section 6.01 hereof, the
Seller shall from time to time, on each Purchase Date, sell to the Purchaser
without recourse, and the Purchaser shall acquire from the Seller, the Purchased
Assets for the Purchase Price specified in the related Supplemental
Conveyance.




4


(b)           The
sale of Purchased Assets on any Purchase Date after the Initial Purchase Date
shall occur upon the satisfaction or waiver of the conditions set forth in Section
4.02.  Upon the satisfaction of such conditions on each
Purchase Date, the Purchaser shall pay to the Seller the Purchase Price
specified in the related Supplemental Conveyance in immediately available
funds.




Section
2.02.  Purchase
Price .




On each
Purchase Date, the Purchaser shall, upon satisfaction of the applicable
conditions set forth in Article IV, make
available to the Seller the Purchase Price.  The Purchase Price for
the Purchased Assets sold by the Seller under this Agreement shall be payable in
full in immediately available funds by the Purchaser.




Section
2.03.  Transfers
and Assignments .  It
is the intention of the parties hereto that each Purchase made hereunder
constitute a complete sale and assignment of all of the Seller’s right, title
and interest in, to and under, the Purchased Assets to the Purchaser and that
the Purchased Assets will not be a part of the Seller’s estate in the event of
any liquidation, reorganization or similar insolvency proceeding with respect to
the Seller.  However, if, notwithstanding the intent of the parties,
the Purchased Assets are held to be the property of the Seller, or if for any
other reason this Agreement is held or deemed to create a security interest in
the Purchased Assets, then (i) this Agreement shall constitute a security
agreement under applicable law, (ii) the Seller shall be deemed to have granted
to the Purchaser, and the Seller hereby does grant to the Purchaser, a first
priority security interest in all of the Seller's right, title and interest in,
to and under the related Purchased Assets, whether now owned or hereafter
acquired or arising, in order to secure all of the Seller’s obligations
hereunder, (iii) the possession by the Custodian of Mortgage Notes and such
other items of property as constitute “instruments”, “money”, “negotiable
documents” or “chattel paper” (each as defined in the applicable UCC) shall be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest in such item of property pursuant to Section 9-313 (or
comparable provision) of the applicable UCC, and (iv) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law.  Any assignment of the
interest of the Purchaser pursuant to any provision hereof or pursuant to the
Loan Agreement shall also be deemed to
be an assignment of any security interest created hereby.  The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be reasonably necessary to ensure that, if this Agreement were
deemed to create a security interest in the Purchased Assets, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of the
Credit and Security Agreement.  If at any time applicable law requires
the consent of any bailee, the Seller shall, upon the Purchaser’s reasonable
request, obtain such consent (in a form reasonably acceptable to the
Purchaser).




5


Section
2.04.  Protection
of the Purchaser’s Ownership of the Purchased Assets .  Seller
agrees that from time to time, at its expense, it will promptly execute and
deliver all instruments and documents and take all action that the Purchaser may
reasonably request in order to perfect or protect the Purchaser’s interest (and
the priority thereof) in the Purchased Assets or to enable the Purchaser or its
transferees to exercise or enforce any of their respective rights hereunder and
thereunder.  Without limiting the foregoing, Seller will, upon the
reasonable request of the Purchaser, in order to accurately reflect this
transaction, execute (to the extent required by applicable law) and file such
financing or continuation statements or amendments thereto or assignments
thereof as may be reasonably requested by the Purchaser (and hereby authorizes
the Purchaser, or its assignee, to file such financing or continuation
statements or amendments thereto or assignments thereof without the signature of
the Seller), and mark its master data processing records with a notation
describing the acquisition by the Purchaser of the Purchased
Assets.  To the fullest extent permitted by applicable law, Seller
hereby irrevocably grants to the Purchaser an irrevocable power of attorney,
with full power of substitution, coupled with an interest, to sign and file in
the name of the Seller, as the case may be, but without the Seller’s signature,
continuation statements and amendments thereto and assignments thereof which are
consistent with the intent of this Agreement, in such cases where the Seller is
obligated hereunder or in connection herewith to sign such statements,
amendments or assignments if, after written notice to the Seller, as the case
may be, the Seller, as the case may be, shall have failed to sign such
continuation statements, amendments or assignments within five (5) Business Days
after receipt of such notice from the Purchaser.  Carbon, photographic
or other reproduction of this Agreement or any financing statement shall be
sufficient as a financing statement.




Section
2.05.  Mortgage
Files .




(a)           On
or prior to the fourth (4th)
Business Day prior to the related Purchase Date the Seller shall deliver to the
Custodian (as agent on behalf of the Purchaser and the Agent) each of the
documents and instruments below (the “Mortgage File”) with
respect to each Mortgage Loan to be transferred by the Seller to the Purchaser
on such date:




(i)           the
related original Mortgage Note, including any riders thereto, endorsed by manual
or facsimile signature by the Seller in blank in the following form: “Pay to the
order of ________________ without recourse”, with all intervening endorsements
that show a complete and unbroken chain of title from the originator of such
Mortgage Loan to the Seller (each such endorsement being sufficient to transfer
all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note), or, if the related original
Mortgage Note has been lost or destroyed and not replaced, an original lost note
affidavit stating that such original Mortgage Note was lost or destroyed and not
replaced, together with a copy of such Mortgage Note.




(ii)           the
related original recorded Mortgage, with evidence of recording indicated thereon
(subject to the provisions of Section 2.05(b) below
relating to items in the process of being recorded), or (if the original
Mortgage has been lost or retained by a public recording office) a copy of such
Mortgage certified by the public recording office in which such Mortgage has
been recorded, and evidence that all related mortgage tax (if any) has been
paid.




6


(iii)           A
duly executed Assignment of Mortgage from the Purchaser, in blank and recordable
form, to be held by the Custodian for the benefit of the Agent, on behalf of the
Secured Parties.




(iv)           all
interim executed recorded assignments of such Mortgage to the Purchaser, in each
case with evidence of recording indicated thereon (subject to the provisions of
Section 2.05(b)
below relating to items in the process of being recorded) or (if the original
assignment has been lost or retained by a public recording office) a copy of
such assignment certified by the public recording office in which such
assignment has been recorded, and evidence that all related mortgage tax (if
any) has been paid.




(v)           the
original or copies of each executed assumption, modification, written assurance
or substitution agreement relating thereto, if any.




(vi)           with
respect to each Mortgage Note, the original executed power of attorney (if any)
used in connection with the closing thereof, with evidence of recording
thereon.




(vii)           the
original or duplicate original lender’s Title Insurance Policy relating thereto,
or a printout of the electronic equivalent and all riders thereto (in the event
such original Title Insurance Policy has not been received on or prior to the
related Purchase Date by the Seller from the related insurer, such original or
duplicate original lender’s Title Insurance Policy and all riders thereto shall
be delivered by the Seller to the Custodian within 90 days of the related
Purchase Date).




(viii)          in
the event the related Title Insurance Policy has not yet been issued on or prior
to the related Purchase Date, then the Seller shall deliver to the Custodian (as
agent on behalf of the Purchaser and the Agent) on or before the related
Purchase Date an escrow letter or a marked up title insurance commitment (on
which the required premium has been paid) which evidences that such Title
Insurance Policy will be issued.




(ix)           the
original executed guaranty, if any, of the related Mortgagor’s obligations under
such Mortgage Loan.




(x)           [Reserved]




(xi)           with
respect to each Mortgage Loan pursuant to which the related Mortgagor and the
Seller shall (in additional to entering into the related Mortgage Note) have
entered into a loan agreement or substantively equivalent agreement, document or
instrument, or any intercreditor agreement, subordination agreement, security
agreement, participation agreement, control agreement, servicing agreement,
chattel mortgage guarantee or other document, agreement or instrument, the
executed original, or if not available a copy of such loan agreement or other
agreement, document or instrument and all assignments, modifications and
amendments thereof and the environmental assessment (if any) and the original
executed environmental indemnity agreement or similar guaranty or indemnity,
whether stand-alone or organized into the applicable loan documents (if any),
relating to such Mortgage Loan or the related Mortgaged Property.




7


(xii)           evidence
that the related Mortgaged Property constitutes one (1) or more separate tax
lots, which evidence shall be reasonably satisfactory in form and substance to
the Purchaser and the Agent and may be satisfied through the related Title
Insurance Policy.




(xiii)           any
documents and instruments evidencing, guaranteeing, insuring or otherwise
constituting or modifying or otherwise affecting such Mortgage Loan, or
otherwise executed or delivered in connection with such Mortgage
Loan.




(xiv)           if
the related assignment of leases is separate from the related Mortgage, the
original of such executed assignment of leases with evidence of recording
thereon (subject to the provisions of Section 2.05(b) below
relating to items in the process of being recorded) or (if the original
assignment of leases has been lost or retained by a public recording office) a
copy of such assignment of leases certified by the public recording office in
which such assignment has been recorded and evidence that all related mortgage
tax (if any) has been paid.




(xv)           either
(A) the original of each executed letter of credit, if any, constituting
additional collateral for such Mortgage Loan, which shall be assigned and
delivered to the Purchaser with a copy to be held by the Agent, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
such Mortgage Loan, or (B) the original of each executed letter of credit, if
any, constituting additional collateral for such Mortgage Loan, which shall be
held by the Custodian as agent of the Purchaser and the Agent, with a copy to be
held by the Agent, and applied, drawn, reduced or released in accordance with
documents evidencing or securing such Mortgage Loan (it being understood that
each of Seller and the Purchaser has severally agreed (1) that such letter of
credit has been sold by the Seller to the Purchaser hereunder and
contemporaneously pledged by the
Purchaser to the Agent, (2) to notify in writing, on or before the related
Purchase Date, the bank issuing the letter of credit that such letter of credit
has been sold by the Seller to the Purchaser hereunder and contemporaneously
pledged by the Purchaser to the Agent, (3) to use reasonable efforts to obtain
within thirty (30) days (but in any event to obtain within ninety (90) days)
following the related Purchase Date, an acknowledgement thereof by such bank
(with a copy of such acknowledgement to be sent to the Agent), and (4) to
indemnify the Agent and the Lender for any losses, liabilities, charges, costs,
fees or other expenses accruing from the failure of Seller or the Purchaser, as
the case may be, to assign such letter of credit hereunder).




8


(xvi)           if
any, opinions of counsel executed and delivered in connection with the related
Mortgage Loan.




(xvii)          copies
of all tenant leases affecting the related Mortgaged Property, if
any.




(xviii)         a
current rent roll, if any, relating to the related Mortgaged
Property.




(xix)            a
copy of the Mortgage Appraisal relating to the related Mortgaged
Property.




(b)           In
the event that the Seller or the Purchaser cannot deliver (A) the original
recorded Mortgage, (B) all interim recorded assignments or (C) all assignment of
leases separate from the related Mortgage, satisfying the requirements of
clauses (ii), (iv) or (xiv) above, respectively, on the related Purchase Date
because such document or documents have not been returned from the applicable
public recording office, then the Seller and the Purchaser shall promptly
deliver to the Custodian (as agent for the Purchaser and the Agent) the original
Mortgage or the interim assignment, as the case may be, with evidence of
recording indicated thereon promptly following the Seller’s or the Purchaser’s
receipt thereof from the public recording office, certified, if appropriate, by
the relevant recording office; provided that, if such
original Mortgage, assignment(s) and/or assignment of leases cannot be delivered
with evidence of recording thereon on or prior to the 90th day following the
Closing Date because of a delay caused by the public recording office where such
original Mortgage, assignment(s) and/or assignment of leases has been delivered
for recordation or because such original Mortgage, assignment(s) and/or
assignment of leases has been lost, the Seller shall deliver or cause to be
delivered to the Custodian a true and correct copy of such Mortgage,
assignment(s) and/or assignment of leases together with (i) in the case of a
delay caused by the public recording office, an Officer’s Certificate of the
Seller stating that such original Mortgage, assignment(s) and/or assignment of
leases has been sent to the appropriate public recording official for
recordation or to a closing agent with instructions to deliver such original
Mortgage assignment(s) of leases to the appropriate public recording official
for recordation or (ii) in the case of an original Mortgage, assignment(s)
and/or assignment(s) of leases that has been lost after recordation, a copy of
such recorded Mortgage, assignment(s) and/or assignment(s) of leases, together
with a certification by the appropriate county recording office where such
Mortgage, assignment(s) and/or
assignment(s) of leases is recorded, that such copy(s) is a true and complete
copy of the original recorded Mortgage, assignment(s) and/or assignment(s) of
leases.




(c)           If
the Seller cannot deliver, or cause to be delivered, any of the documents and/or
instruments required pursuant to Section 2.05(a) above
(other than pursuant to clause (ii), (iv) or (xiv) thereof as a result of being
in the recording process or having been lost or retained by a public recording
office) to be delivered as originals, then the Seller shall deliver a photocopy
thereof and an Officer’s Certificate of the Seller certifying that such copy
represents a true and correct copy of the original.  If the Seller has
a legitimate and reasonable opportunity to obtain the original documents in
question, if the document in question exists in original form, then the Seller
shall (1) use reasonable efforts to obtain and deliver the original document
within sixty (60) days after the related Purchase Date (or such longer period
after the related Purchase Date as the Purchaser (following consultation with
the Agent) may consent to, which consent shall not be unreasonably withheld so
long as the Seller in good faith is attempting to obtain the original) and (2)
after the expiration of such reasonable efforts period, deliver to the Purchaser
a written certification that states that, despite the Seller’s best efforts, the
Seller was unable to obtain such original document.




9


(d)           The
Seller hereby represents and warrants, as of each Purchase Date,
that:  (i) the Custodian is in possession of all Mortgage Files with
respect to the Mortgage Loans sold or transferred by it hereunder and under the
related Supplemental Conveyance, as the case may be, on such date, and each such
Mortgage File contains all documents required to be in such Mortgage File as set
forth in Section
2.05(a) (subject only to Sections 2.05(b) and
2.05(c); and
(ii) the Seller has made the appropriate entries in its general accounting
records as required pursuant to Section
5.01(h)(ii).




(e)           Each
of the Purchaser and the Agent is hereby appointed as the attorney-in-fact of
the Seller with the power to prepare, execute and record Assignments of
Mortgages and endorsements to Mortgage Notes, and to otherwise act as set forth
in herein, in the event that the Seller fails to do so on a timely basis as
provided in this Section 2.05.




Section
2.06.  Document
Defects; Repurchase of Ineligible Mortgage Loans .




(a)           No
later than two (2) Business Days prior to the related Purchase Date, the Seller
will have made the Mortgage Files available to the Purchaser or its agent for
examination.  The fact that the Purchaser or its agent has conducted
or has failed to conduct any partial or complete examination of the Mortgage
Files shall not affect the Purchaser’s rights to demand cure, repurchase, sale
or other relief as provided in this Agreement.  In furtherance of the
foregoing, the Seller shall make the Mortgage Files available to the Purchaser
and the Agent and their respective agents from time to time so as to permit the
Purchaser to confirm the Seller’s compliance with the requirements of this
Agreement.  In addition, upon reasonable request of the Purchaser or
the Agent, the Seller agrees to provide to the Purchaser and the Agent (as the
case may be) written information regarding the Mortgage Loans and their
origination, processing, administration and servicing, to make the documents
required to be included in the Mortgage Files available to the Purchaser and the
Agent and to make available personnel knowledgeable about the Mortgage Loans and
their origination, processing, administration and servicing for discussions with
the Purchaser and the Agent, upon reasonable request and at reasonable intervals
during regular business hours, and to otherwise permit the Purchaser and the
Agent to conduct such due diligence with respect to the Seller and the Mortgage
Loans as any such party reasonably believes is appropriate.




(b)           If
at any time the Purchaser finds any Deficiency with respect to a Mortgage File
or finds any document therein to be unrelated to the Mortgage Loans identified
in the attached Schedule of Mortgage Loans, the Purchaser shall promptly (and in
any event within one (1) Business Day of such discovery) notify the Seller, the
Servicer, the Custodian and the Agent, and the Seller shall, in accordance with
this Section
2.06, either (i) correct or cure any such Deficiency within 30 days
following notice or discovery of such Deficiency or defect, to the extent
curable to the Purchaser’s and the Agent’s satisfaction, (ii) purchase such
Mortgage Loan at the Repurchase Amount in accordance with subsection (d) below,
or (iii) cause the removal of such Mortgage Loan from the Purchaser and
substitute one or more Qualifying Substitute Mortgage Loans in its
place.




10


(c)           Upon
discovery by the Seller or the Purchaser of a breach of any of the
representations and warranties set forth in Section 3.01(e),
(h), (i), (l), or (u) (collectively,
“Material
Breaches” and each a “Material Breach”),
the party discovering such breach shall give prompt written notice to the other
Person set forth in this sentence (which notice shall be given no later than one
(1) Business Day after such discovery) and to the Servicer, the Custodian, the
Back-up Servicer and the Agent.  Within five (5) Business Days of its
discovery or its receipt of notice of such Material Breach, the Seller shall be
obligated to either (i) cure such breach, (ii) purchase such Mortgage Loan from
the Purchaser at the applicable Repurchase Amount in accordance with subsection
(d) below, or (iii) cause the removal of such Mortgage Loan from the Purchaser
and substitute one or more Qualifying Substitute Mortgage Loans in its
place.  Additionally, if on any date:  (i) any scheduled
payment of a Mortgage Loan is reduced or such Mortgage Loan is cancelled as a
result of any action, inaction or misrepresentation of the Seller, or (ii) any
Mortgage Loan has been amended, modified, adjusted or extended by Seller in
contravention of the last sentence of this Section 2.06(c)
without the prior written consent of Agent (such reductions, amendments,
modifications adjustments or extensions described in (i) and (ii) of this
sentence, collectively “Seller Material
Acts”), the Seller shall be obligated, within one (1) Business Day
thereof: (x) in the case of any scheduled payment of a Mortgage Loan that is
reduced, to deposit the amount of such reduction into the Collection Account,
and (y) in all other cases, deposit the Repurchase Amount related to such
Mortgage Loan into the Collection Account in accordance with subsection (d)
below.  Nothing in this paragraph shall be construed to give the
Seller any right, title or interest in and to any Mortgage Loan after the
related Purchase Date or to require Seller to repurchase any Mortgage Loan due
to the lack of future performance, decline in value or as a result of the
related Obligor’s insolvency, credit loss or general inability to
pay.  The Seller hereby confirms and agrees that, with respect to a
Mortgage Loan, from and after its Purchase Date, the Seller has no right, title
or interest in such Mortgage Loan and has no authority with respect to the
collection, amendment, modification, adjustment, extension or cancellation of
such Mortgage Loan, except to the extent of its capacity as Servicer pursuant to
and in accordance with the Loan Agreement.




(d)           The
Repurchase Amount for any Mortgage Loan which is to be purchased by the Seller
pursuant to this Section 2.06 shall be
remitted by the Seller in immediately available funds to the Account Bank for
deposit in the Collection Account no later than the Business
Day immediately following the date on which such obligation
arises.  Upon receipt by the Purchaser and the Agent of a certificate
of an authorized officer of the Account Bank (or other evidence satisfactory to
both the Purchaser and the Agent) confirming that such Repurchase Amount has
been so deposited, the documents included in the related Mortgage File shall be
released to the Seller, and the Purchaser shall execute such documents and
instruments of transfer or assignment (and shall cause the Agent, at the
Purchaser’s expense, to execute such documents as shall be prepared by the
Purchaser and necessary to release the Agent’s security interest in such
Mortgage Loan) as shall be prepared by, and take such other actions (in each
case at the sole expense of the Seller) as shall reasonably be requested by, the
Seller to effect the conveyance from the Purchaser to the Seller of such
Mortgage Loan pursuant to this Section
2.06.  The Purchaser, promptly following the Seller’s
repurchase of a Mortgage Loan shall request the Servicer to amend the related
Schedule of Mortgage Loans and deliver a copy of such amended Schedule of
Mortgage Loans to the Purchaser, the Seller, the Custodian and the Agent, and
each of the Seller and the Purchaser shall make (and the Purchaser shall request
the Servicer to make) appropriate entries in its general account records to
reflect such transfer.




11


(e)           Upon
receipt by the Purchaser of any Qualifying Substitute Mortgage Loans, the
documents included in the Mortgage File relating to the Deleted Mortgage Loans
being so substituted shall be released to the Seller, and the Purchaser shall
execute such documents and instruments of transfer or assignment (and shall
cause the Agent, at the Purchaser’s expense, to execute such documents as shall
be prepared by the Purchaser and necessary to release the Agent’s security
interest in such Mortgage Loans) as shall be reasonably requested by the
Seller.  The Purchaser, promptly following the Seller’s substitution
of any Mortgage Loans with Qualifying Substitute Mortgage Loans, shall request
the Servicer to amend the related Schedule of Mortgage Loans and deliver a copy
of such amended Schedule of Mortgage Loans to the Purchaser, the Seller, the
Custodian and the Agent, and each of the Seller and the Purchaser shall make
(and the Purchaser shall request the Servicer to make) appropriate entries in
its general account records to reflect such transfer.




(f)           This
Section 2.06
provides the sole remedies to Purchaser, its successors and permitted assigns in
respect of any Deficiencies with respect to a Mortgage File, any Material Breach
or any Seller Material Acts.  If the Seller defaults in its
obligations to cure, to repurchase, to substitute or otherwise deposit such
amounts as required pursuant to subsections (b), (c), (d) and (e) above, or
disputes its obligation to cure, repurchase, substitute or otherwise deposit
such amounts as required pursuant to subsections (b), (c), (d) and (e) above,
the Purchaser (including, without limitation, its successors and permitted
assigns) may take such action as is appropriate to enforce such payment or
performance, including, without limitation, the institution and prosecution of
appropriate proceedings.




Section
2.07.  Pledge by
Purchaser .  The
Seller acknowledges and agrees that (a) the Purchaser is required pursuant to
the Loan Agreement to pledge and grant a security interest in the Purchased
Assets and assign its rights under this Agreement to the Agent (for the benefit
of the Secured Parties) and (b) the representations, warranties and covenants
contained in this Agreement and the rights of the Purchaser under this Agreement
are intended to benefit the Agent (for the benefit of the Secured Parties).  The
Seller hereby consents to all such pledges and grants.  Without
limiting the generality of the foregoing, the parties hereto agree that the
Agent (for the benefit of the Secured Parties) shall be the third-party
beneficiary of this Agreement and shall have full right, power and authority to
enforce the Purchaser’s rights and the Seller’s obligations under this
Agreement.




ARTICLE
III




REPRESENTATIONS
AND WARRANTIES




Section
3.01.  Representations and
Warranties of theSeller .  The
Seller represents and warrants to the Purchaser on and as of each Purchase Date
that:




(a)           Existence and
Power.  The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
California.  The Seller has all company power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is now conducted, except
where the failure to have any of the foregoing does not, and is not reasonably
expected to, have a Material Adverse Effect.




12


(b)           Due
Qualification.  The Seller is duly qualified to do business as
a foreign entity in good standing, and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business shall require such qualifications, except where the
failure to do so does not, and is not reasonably expected to, have a Material
Adverse Effect.




(c)           Company and Governmental
Authorization; Contravention.  The execution, delivery and
performance by the Seller of this Agreement are within the Seller’s corporate
powers, have been duly authorized by all necessary company action, require no
action by or in respect of, or filing with, any Official Body (except as
contemplated by Section 2.04), and do
not contravene or violate, or constitute a default under, (i) any provision of
applicable law, (ii) any rule or regulation applicable to the Seller, (iii) the
organizational documents of the Seller, (iv) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Seller, except
where such contravention, violation or default does not, and is not reasonably
expected to, have a Material Adverse Effect or (v) result in the creation or
imposition of any lien on assets of the Seller (except as contemplated by Section
2.03).




(d)           Binding
Effect.  This Agreement constitutes the legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights
generally.




(e)           Accuracy of
Information.  As of the applicable Purchase Date, the Schedule
of Mortgage Loans attached hereto or to the related Supplemental Conveyance, as
applicable, and all other information heretofore furnished in writing by the
Seller to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby is, and all such information hereafter
furnished in writing by the Seller to the Purchaser, will be, true and accurate
in every material respect, as of the date specified therein (without omission
of any information necessary to prevent such information from being materially
misleading).




(f)           Actions,
Suits.  Except as set forth in Exhibit B, there are
no actions, suits or proceedings pending, or to the knowledge of the Seller
threatened, against or affecting the Seller or its respective properties, in or
before any court, arbitrator or other body, which (i) are reasonably likely to
have a Material Adverse Effect or (ii) assert the invalidity of this Agreement
or seek to prevent the consummation of the transactions contemplated
hereby.




(g)           Place of
Business.  The office where the Seller keeps all the Records,
is located at the address described on Exhibit C or such
other locations notified to the Purchaser in accordance with Section 5.02(a) in
jurisdictions where all action required by Section 5.02(a) has
been taken and completed during the time periods required
therein.  Within the last five years, the Seller has not merged or
consolidated with any other Person, or changed the jurisdiction of its
organization or been the subject of any bankruptcy proceeding.




13


(h)           Good Title;
Perfection.  Immediately prior to each sale and assignment
hereunder, the Seller shall be the legal and beneficial owner of the Mortgage
Loans and Related Security to be sold on the related Purchase Date, free and
clear of any Adverse Claim.  Immediately prior to each sale and
assignment hereunder, each Mortgage Loan to be sold on the related Purchase Date
shall be secured by a first priority perfected security interest in the related
Mortgaged Property in favor of the Seller.  This Agreement and each
Supplemental Conveyance shall evidence a valid sale, assignment and conveyance
to the Purchaser of each Purchased Mortgage Loan, the Related Security and
Collections with respect thereto and in the other Purchased Assets, free and
clear of any Adverse Claim (except as created by this Agreement and each
Supplemental Conveyance).  On or prior to the applicable Purchase
Date, all financing statements and other documents required to be recorded or
filed in order to perfect and protect the Purchaser’s ownership interest in and
to the Purchased Assets against all creditors of and transferees from the Seller
will have been duly filed in each filing office necessary for such purpose and
all filing fees and taxes, if any, payable in connection with such filings shall
have been paid in full.  No effective financing statement or other
instrument similar in effect covering any Purchased Mortgage Loan or the Related
Security or Collections with respect thereto is on file in any recording office,
except those filed pursuant to this Agreement.




(i)           Eligible Mortgage
Loans.  Each Mortgage Loan transferred hereunder and pursuant
to the related Supplemental Conveyance is an Eligible Mortgage Loan as of the
related Purchase Date.




(j)           Names.  Except
as described in Exhibit D, the Seller
has not used any corporate names, tradenames or assumed names other than its
name set forth on the signature pages of this Agreement.




(k)           Use of
Proceeds.  No proceeds of any Purchase Price will be used for a
purpose which violates, or would be inconsistent with, regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve
System.




(l)           Underwriting Policy;Credit and
Collection Policy.  The Seller has complied in all material
respects with the Underwriting Policy and the Credit and Collection Policy in
regard to each Purchased Mortgage Loan and Related Security.




(m)           Collection Account;
Etc.  All payments made by (or on behalf of) Mortgagors are
collected by Servicer utilizing ACH Credit sweep directly to the Custody
Account, which ACH Credit payments are swept into the Collection Account on the
same Business Day received in the Custody Account or, if made via check, sent
directly to the Servicer and deposited into the Collection Account within two
(2) Business Days’ of receipt thereof.




(n)           Investment
Company.  The Seller is not an “investment company” or a
company “controlled by an investment company” within the meaning of the
Investment Company Act of 1940.




14


(o)           Financial Condition; No
Fraudulent Conveyance.  The Seller is not insolvent or the
subject of an Event of Bankruptcy and the sale and assignment of the Mortgage
Loans on such day is not being made in contemplation of the occurrence
thereof.  The Seller is not transferring nor will it transfer any
Purchased Mortgage Loans with the intent to hinder, delay or defraud any
Person.




(p)           ERISA.  There
is, with respect to the Seller and any of its ERISA Affiliates:  (i)
no material accumulated funding deficiency (within the meaning of ERISA and the
Internal Revenue Code) with respect to any Plan under Title IV of ERISA; (ii) no
termination of any Plan or trust which could result in any material liability to
the PBGC; (iii) no “reportable event” (as that term is defined in ERISA, but
excluding events as to which the provision of 30-day notice has been waived by
the PBGC under Section 4043(a) of ERISA) which could reasonably be expected to
constitute grounds for termination of any Plan or trust by the PBGC; and (iv) no
non-exempt “prohibited transaction” (as that term is defined in Section 406 of
ERISA and Section 4975 of the Internal Revenue Code) which could reasonably be
expected to result in any material liability to the Seller, but in the case of a
Multiemployer Plan or a Plan subject to Section 4063 of ERISA only in the event
that the existence thereof in the aggregate could reasonably be expected to
result in a Material Adverse Effect.




(q)           Separate Corporate
Existence.  The Seller acknowledges that the Purchaser and the
other parties to the Transaction Documents are entering into the transactions
contemplated by the Transaction Documents in reliance on the Purchaser’s
identity as a separate legal entity from the Seller and each other
Affiliate.




(r)           Consideration.  The
Seller has determined that the Purchase Price received by it for the Purchased
Mortgage Loans and the other Purchased Assets on the related Purchase Date is
substantially equal to the fair market value thereof.  No sale
hereunder has been made for or on account of an antecedent debt owed by the
Seller to the Purchaser and no such sale is or may be voidable or subject to
avoidance under any section of the U.S. Bankruptcy Code.




(s)           No Fraudulent
Transfer.  The Seller has, as of the related Purchase Date,
adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and in light of its contemplated business
operations.  The Seller has been solvent at all relevant
times prior to, and will not be rendered insolvent by, the transfer of the
Purchased Assets on or after the related Purchase Date.  As of the
related Purchase Date, the Seller does not intend that it will incur debts or
obligations beyond its ability to pay as such debts and obligations
mature.  The Seller is generally able to pay, and as of the related
Purchase Date is paying, its debts as they come due.  The Seller is
not presently financially insolvent nor will the Seller be made insolvent within
the meaning of the Federal Bankruptcy Code or the insolvency laws of any
jurisdiction, or be left with unreasonably small assets of capital (as of, and
immediately following, the related Purchase Date) with which to conduct its
business, by virtue of the Seller’s execution of or performance under any of the
Transaction Documents.  The Seller has not entered into any
Transaction Document in contemplation of insolvency or with intent to hinder,
delay or defraud any creditor.The transfer of the
Purchased Assets by the Seller to the Purchaser does not and will not constitute
a transfer of property in connection with any pre-existing
indebtedness.




15


(t)           Taxes.  The
Seller has filed all required tax returns which would be delinquent if they had
not been filed on or before the related Purchase Date and has paid all taxes,
fees or other charges imposed on it or any of its assets by any Governmental
Authority or tax, accounting, regulatory or licensing body, in each case due and
payable on or before the related Purchase Date.  The Seller is not
liable for the taxes payable by any other Person. No tax lien or similar adverse
claim has been filed, and no claim is being asserted, with respect to any tax,
assessment, fee or other governmental charge paid or payable by the Seller or
any Affiliate thereof.  Any taxes, assessments, fees and other
governmental charges payable by the Seller in connection with the execution and
delivery of this Agreement and the other Transaction Documents and the
transactions contemplated hereby or thereby have been paid or shall have been
paid prior to becoming delinquent.  There is not now, nor will there
be at any time in the future, any agreement or understanding among any of or all
of the Servicer, the Borrower and the Seller, providing for the allocation or
sharing of obligations to make payments or otherwise in respect of any taxes,
fees, assessments or other governmental charges, except (i) as provided under
the Transaction Documents, and (ii) tax sharing agreements among any or all of
the Servicer, the Borrower, the Seller and any of the Seller’s Affiliates, under
which appropriate and customary allocation of tax sharing responsibilities has
been made which reflects economic realities.




(u)           Mortgage Loan
Representations and Warranties.  The Seller hereby represents
and warrants to the Purchaser as of the related Purchase Date (and to the extent
expressly stated on Exhibit E hereto at
such other time) the accuracy of the representations and warranties set forth on
Exhibit E
hereto.




ARTICLE
IV




CONDITIONS
PRECEDENT




Section
4.01.  Conditions
to Closing Date .  On
or prior to the Initial Purchase Date, the Seller shall deliver (or cause to be
delivered) to the Purchaser or Custodian the documents and instruments required
to be delivered by the
Seller pursuant Section 2.05 hereto with respect to each Mortgage Loan being
purchased on the Initial Purchase Date.




Section
4.02.  Conditions
to Purchase of Mortgage Loans .  The
Purchaser’s obligation to purchase the Purchased Assets on each Purchase Date
shall be subject to satisfaction of the following applicable conditions
precedent:




(a)           On
or prior to each Purchase Date following the Initial Purchase Date, the Seller
shall have executed a Supplemental Conveyance and shall have delivered the same
to the Purchaser.




(b)           On
or prior to each Purchase Date following the Initial Purchase Date, the Seller
shall deliver (or cause to be delivered) to the Purchaser or Custodian the
documents and instruments required to be delivered by the Seller pursuant to
Section 2.05
hereto with respect to each Mortgage Loan being purchased on the each such
Purchase Date.




16


(c)           The
Seller shall have complied in all material respects with the covenants and
agreements contained herein.




(d)           Each
of the representations and warranties in Section 3.01 shall be
true and correct in all material respects.




(e)           The
Seller shall have taken any actions necessary or advisable and reasonably
requested in writing by the Purchaser as soon as practicable, to maintain the
Purchaser’s perfected ownership interest in the Purchased Assets (including in
the Mortgage Loan sold on such Purchase Date).




ARTICLE
V




COVENANTS




Section
5.01.  Covenants .  During
the term of this Agreement, unless the Purchaser shall otherwise consent in
writing:




(a)           Furnishing of
Information.  The Seller will furnish to the Purchaser, as soon
as reasonably practicable after receiving a request therefor, such information
with respect to the Purchased Mortgage Loans as the Purchaser may reasonably
request in order to protect the interests of Purchaser, Agent and Lender under
or as contemplated by this Agreement or the other Transaction
Documents.




(b)           Fulfillment of
Obligations.  The Seller will duly observe and perform, or
cause to be observed or performed, all material obligations and undertakings on
its part to be observed and performed by it under or in connection with this
Agreement and the Purchased Mortgage Loans, will duly observe and perform all
material provisions, covenants and other promises required to be observed by it
under the Mortgage or Mortgage Note related to the Purchased
Mortgage Loans, will do nothing to impair the ownership interest of the
Purchaser in and to the Purchased Mortgage Loans and will pay when due (or
contest in good faith) any taxes, including without limitation any sales tax,
excise tax or other similar tax or charge, payable by it in connection with the
Purchased Mortgage Loans and their creation and satisfaction.




(c)           Conduct of
Business.  The Seller will do all things necessary to remain
duly organized, validly existing and in good standing as a domestic entity in
its jurisdiction of organization.  The Seller will maintain all
requisite authority to conduct its business in each jurisdiction in which its
business requires such authority except, in each case, where the failure to do
so does not, and is not reasonably expected to, have a Material Adverse
Effect.




(d)           Compliance with
Laws.  The Seller will comply in all material respects with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject or which are applicable to the Purchased
Mortgage Loans, except where the failure to so comply does not, and is not
reasonably expected to, have a Material Adverse Effect.




(e)           Maintenance of Separate
Existence.  The Seller shall do all things necessary to
maintain its legal existence separate and apart from the
Purchaser.  Without limiting the generality of the foregoing, the
Seller shall:




17


(i)           maintain
an arm’s length relationship with the Purchaser, and shall not (A) lend money
to, or borrow money from, the Purchaser or (B) transact any business, or enter
into any transaction with the Purchaser, except, in each case, pursuant to
binding and enforceable written agreements the terms of which, on the whole, are
arm’s-length and commercially reasonable;




(ii)           not
(A) perform any of the Purchaser’s duties or obligations, (B) commingle assets
with those of the Purchaser (except for the temporary commingling of
Collections), (C) guarantee or become obligated for the debts of the Purchaser
or hold out its credit as being available to satisfy the obligations of the
Purchaser, (D) operate or purport to operate as a single integrated entity with
respect to the Purchaser, (E) endeavor to obtain credit for the Purchaser or
incur any obligation on behalf of the Purchaser to any affiliated or
unaffiliated third party based upon the assets or creditworthiness of the Seller
or (F) fail to correct any known misunderstanding or misrepresentation with
respect to any of the foregoing;




(iii)           maintain
bank accounts and books of account separate from those of the
Purchaser;




(iv)           to
the extent it shares its office with the Purchaser, maintain separate records
storage space and files in the building they share, and maintain and use
separate business forms; and




(v)           take
such actions as are necessary to ensure that any financial statements of the
Seller or any Affiliate thereof which are consolidated to include




the
Purchaser will contain detailed notes clearly stating that (a) all of the
Purchaser’s assets are owned by the Purchaser, and (b) the Purchaser is a
separate entity with its own separate creditors that will be entitled to be
satisfied out of the Purchaser’s assets prior to any value in the Purchaser
becoming available to the Purchaser’s equity holders; and the accounting records
and the published financial statements of the Seller will clearly show that, for
accounting purposes, the Purchased Mortgage Loans and Related Security have been
sold to the Purchaser.




(vi)           to
the fullest extent permitted by applicable law, take no action to dissolve the
Purchaser, including applying (or consenting to the application) for judicial
dissolution.




(f)           Compliance with Opinion
Assumptions.  Without limiting the generality of Section 5.01(e)
above, in all material respects, the Seller shall (as to itself) maintain in
place all policies and procedures, and take and continue to take all actions,
described in the assumptions as to facts set forth in, and forming the basis of,
the opinions set forth in the opinion delivered pursuant to the Loan Agreement
(as the same relates to true sale and non-consolidation).




(g)           Inspection.  The
Seller shall upon receipt of reasonable prior written notice, permit the
Purchaser and its agents at any time during normal business hours to inspect,
audit and make copies and extracts from the Seller’s records regarding any
Purchased Mortgage Loan.  Nothing in this Section 5.01(g) shall
affect the obligation of the Seller to observe any applicable law prohibiting
the disclosure of information regarding the Mortgagors, and the failure of the
Seller to provide access to information as a result of such obligation shall not
constitute a breach of this Section 5.01(g).




18


(h)           Keeping and Marking of
Records and Books.  The Seller will, on or prior to the related
Purchase Date, mark its master data processing records and other books and
records relating to the Mortgage Loans being sold to the Purchaser on such
Purchase Date with a legend, acceptable to the Purchaser and the Agent,
describing the Purchaser’s ownership in the related Purchased Assets and the
Agent’s security interest in the related Purchased Assets.




(i)           Actions,
Suits.  Promptly following receipt of notice thereof, the
Seller shall notify the Purchaser of any actions, suits or proceedings pending,
or to the knowledge of the Seller threatened, against or affecting the Seller or
their respective properties, in or before any court, arbitrator or other body,
which (i) are reasonably likely to have a Material Adverse Effect or (ii) assert
the invalidity of this Agreement or seek to prevent the consummation of the
transactions contemplated hereby.




(j)           Reporting.  The
Seller will furnish or cause to be furnished to the Purchaser, the Lender and
the Agent at least thirty (30) days prior to the effectiveness of any change in,
or amendment to, the Underwriting Policy, a copy of the Underwriting Policy then
in effect and a notice (1) indicating such change or amendment, and (2) if such
proposed change or amendment would be reasonably likely to affect the
collectibility of a Purchased Mortgage Loan or decrease the credit quality of
any newly created Purchased Mortgage Loan, requesting the Purchaser’s and the
Agent’s written consent thereto.




(k)           Notices.  The
Seller will promptly (and in any event no later than five (5) days after such
occurrence) notify the Purchaser and the Agent in writing, by means of an
Officer’s Certificate, of the occurrence of any of the following, describing the
same and, if applicable, the steps being taken with respect
thereto:




(i)           Any
event or condition that has had, or could reasonably be expected to have, a
Material Adverse Effect.




(ii)           The
entry of any judgment or decree or the institution of any litigation,
arbitration proceeding or proceeding of any Governmental Authority or any
regulatory, accounting, tax or licensing body by or against the Seller that (1)
questions or challenges the validity or enforceability of this Agreement or any
of the Transaction Documents or any action to be taken in connection with the
transactions contemplated hereby or thereby, (2) makes a claim or claims in an
aggregate amount greater than One Million Dollars ($1,000,000) or (3) which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.




(iii)           Each
Event of Default and each Unmatured Event of Default.




19


(l)           Audits.  The
Seller will furnish to the Purchaser, the Agent and the Lender from time to time
such information with respect to it and the Mortgage Loans as the Purchaser or
the Agent may reasonably request.  The Seller will, from time to time
during regular business hours as reasonably requested by the Purchaser or the
Agent upon reasonable notice and at the sole cost of the Seller, permit or cause
to be permitted the Purchaser and the Agent, and their respective agents,
auditors, attorneys or other representatives to inspect the Purchased Assets and
the Mortgage Loan Files, and the related accounts, records and computer systems,
software and programs used or maintained by the Seller.




(m)           True
Sale.  The Seller shall not account for or treat (whether in
financial statements or otherwise) the transactions contemplated by this
Agreement in any manner other than as a sale and absolute assignment of the
Purchased Mortgage Loans to the Purchaser constituting a “true sale” for
bankruptcy purposes.




Section
5.02.  Negative
Covenants of the Seller .  During
the term of this Agreement, unless the Purchaser shall otherwise consent in
writing:




(a)           Name Change, Offices,
Records and Books of Accounts.  The Seller shall not change its
name, identity or structure nor relocate its jurisdiction of incorporation or
any office where Records are kept unless, within thirty (30) days following such
change or relocation, it shall have: (i) given the Purchaser written notice
thereof and (ii) delivered to the Purchaser all financing statements,
instruments and other documents requested by the Purchaser in connection with
such change or relocation.  The Seller shall at all times maintain its
jurisdiction of organization within a jurisdiction in the United States and in
which Article 9 of the Relevant UCC is in effect and in the event it moves
jurisdiction of organization to a location which may
charge taxes, fees, costs, expenses or other charges to perfect the ownership
interest of the Purchaser in the Purchased Assets, it shall pay all taxes, fees,
costs, expenses and other charges associated with perfecting the ownership
interest of the Purchaser in the Purchased Assets and any other costs and
expenses incurred in order to maintain the enforceability of this Agreement and
the ownership interest of the Purchaser in the Purchased Assets.




(b)           Transfers, Liens,
Etc.  Except for the transfers permitted under this Agreement,
the Seller shall not transfer, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Adverse Claims created by
or arising through or under the Seller (including, without limitation, the
filing of any financing statement) upon or with respect to any Purchased
Mortgage Loan, Related Security or Collections (or any portion thereof), or upon
or with respect to any account to which any Collections of any Purchased
Mortgage Loan are sent, or assign any right to receive income in respect
thereof.




(c)           Change in Business or
Underwriting Policy.  The Seller shall not make any change in
the character of its origination business or in the Underwriting Policy in
regard to the origination of Mortgage Loans that would be reasonably likely to
result in a Material Adverse Effect.




(d)           Consolidations, Mergers and
Sales of Assets.  Seller shall not, (i) consolidate or merge
with or into any other Person or (ii) sell, lease or otherwise transfer all or
substantially all of its assets to any other Person; provided that Seller
may (I) merge with another Person if (A) Seller is the Person surviving such
merger or the Person with whom Seller is merged into or consolidated with is an
Affiliate of Seller and the surviving corporation assumes in writing all duties
and liabilities of Seller hereunder and under the other Transaction Documents,
and (B) immediately after and giving effect to such merger, no Event of Default
or Unmatured Event of Default shall have occurred and be continuing and (II)
sell, lease or otherwise transfer all or substantially all of its assets to
Borrower pursuant to this Agreement or to an Affiliate of Seller if (A) such
Affiliate assumes in writing all duties and liabilities of Seller hereunder and
under the other Transaction Documents, and (B) immediately after giving effect
to such sale, lease or other transfer, no Event of Default or Unmatured Event of
Default shall have occurred and be continuing.




20


(e)           Modifications to Mortgage
Documents, Underwriting Policy and Credit and Collection
Policy.  The Seller will not make any change in the character
of its business or to the Underwriting Policy or allow or cause a change to the
Credit and Collection Policy that could materially and adversely impair the
collectibility of a Purchased Mortgage Loan without the prior written consent of
the Agent.




ARTICLE
VI




TERMINATION




Section
6.01.  Term.  This
Agreement shall commence as of the date of execution and delivery hereof and
shall continue in full force and effect until the earlier of (a) the termination
of the Loan Agreement and (b) upon the occurrence of any of the following events
(each, a “Purchase
Termination Event”):  the
Purchaser or the Seller shall (i) become insolvent or experience an Event of
Bankruptcy, or (ii) become unable for any reason to convey Mortgage Loans in
accordance with the provisions of this Agreement;provided,however,
that (A) the termination of this Agreement pursuant to this Section 6.01 shall
not discharge any Person from any obligations incurred prior to such
termination, including, without limitation, any obligations to repurchase
Purchased Mortgage Loans sold prior to such termination pursuant toSection
2.06hereof
and (B) the indemnification and payment provisions set forth inArticle
VIIhereof
and the provisions and agreement set forth inSections
8.07and8.09hereof
shall be continuing and shall survive termination of this
Agreement.




Section
6.02.  Effect of
Termination .  No
termination or rejection or failure to assume the executory obligations of this
Agreement in the Event of Bankruptcy of the Seller or the Purchaser shall be
deemed to impair or affect the obligations pertaining to any executed sale or
executed obligations, including, without limitation, pre-termination breaches of
representations and warranties by the Seller.




ARTICLE
VII




INDEMNIFICATION




Section
7.01.  Indemnification .  (a)  Without
limiting any other rights that Purchaser may have hereunder or under applicable
law, the Seller hereby agrees to indemnify Purchaser (and its assignees) and
Agent, Lender, Servicer, Custodian, Back-up Servicer and each of their
respective successors, transferees, participants and assigns and all officers,
directors, shareholders, controlling persons, employees and agents of any of the
foregoing (each of the foregoing Persons being individually called an
“Indemnified Party”) upon demand, from and against any and all liabilities,
obligations, claims, losses, damages, penalties, fines, actions, judgments,
suits, settlements, costs, expenses or disbursements (including reasonable fees
of attorneys, accountants, experts and advisors) of any kind or nature
whatsoever (in this section collectively called the “Indemnified
Amounts”)  which to any extent may be awarded against, imposed on or
incurred by any Indemnified Party arising out of, resulting from or otherwise
related to any breach of any of the Seller’s representations, warranties and/or
covenants contained herein, in any Supplemental Conveyance or any action taken
by the Seller or omission of the Seller which reduces or impairs the rights of
any Indemnified Party with respect to any Purchased Assets or the value of any
Purchased Asset.




21


THE
FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED AMOUNTS
ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR
THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT
OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY,




provided
only that no Indemnified Party shall be entitled under this section to receive
indemnification for that portion, if any, of any liabilities and costs which is
proximately caused by (i) its own individual gross negligence or willful
misconduct, as determined in a final judgment , or (ii) results from a breach in
bad faith of such Indemnified Party’s obligations under any Transaction
Document.  If any Person ever alleges such gross negligence, willful
misconduct or bad faith by any Indemnified Party, the indemnification provided
for in this section shall nonetheless be paid as set forth herein, subject to
later adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the alleged
gross negligence, willful misconduct or bad faith.




(a)           Promptly
upon receipt by the Purchaser of notice of the commencement of any suit, action,
claim, proceeding or governmental investigation against the Purchaser, the
Purchaser shall, if a claim in respect thereof is to be made against the Seller
hereunder, notify the Seller in writing of the commencement.  The
Seller may, at its own expense, participate in and assume the defense and
settlement of any suit, action, claim, proceeding or investigation brought
against the Purchaser for which indemnification is sought under this Section 7.01, and no
settlement thereof shall be made without the approval of the Seller and the
Purchaser.  The approval of the Seller shall not be unreasonably
withheld or delayed.  After notice from the Seller to the Purchaser of
its intention to assume the defense thereof with counsel reasonably satisfactory
to the Purchaser, and so long as the Seller so assumes the defense thereof in a
manner reasonably satisfactory to the Purchaser, the Seller shall not be liable
for any legal expenses of counsel for the Purchaser unless there shall be a
conflict between the interests of the Seller and the Purchaser, in which case
the Purchaser shall have the right to employ separate counsel at the expense of
the Seller.  If the Seller shall have made any indemnity payments
pursuant to this Section 7.01 and the
Person to or on behalf of whom such payments are made thereafter collects any of
such amounts from others, such Person shall promptly repay such amounts to the
Seller, without interest (except to the extent received by such
Person).




22


Section
7.02.  Procedures
for Indemnification .  The
Purchaser will promptly notify (but, in no event later than 15 days after actual
knowledge thereof) the Seller of any event of which it has knowledge which will
entitle the Purchaser to compensation or indemnification from the
Seller.  Any such notice claiming compensation or indemnification
hereunder shall, if applicable, set forth in reasonable detail and in good faith
the additional amount or amounts to be paid to it hereunder and shall be
conclusive in the absence of manifest error.  In determining such
amount, the Purchaser may use any reasonable averaging and attribution
methods.  The Seller shall pay each claim for compensation under Section 7.01 within
ten (10) Business Days after notice thereof.




Section
7.03.  Other
Costs and Expenses .  The
Seller shall pay on demand all reasonable costs and expenses of the Purchaser in
connection with the administration or amendment of this Agreement, or any other
document to be delivered hereunder, including, without limitation, reasonable
fees and out-of-pocket expenses of legal counsel for the Purchaser with respect
hereto or thereto and in connection with obtaining advice as to its rights and
remedies under this Agreement, or in connection with the enforcement
hereof, including reasonable fees and out-of-pocket expenses of legal counsel
for the Purchaser.




ARTICLE
VIII




MISCELLANEOUS




Section
8.01.  Waivers;
Amendments .  The
Purchaser and the Seller may from time to time, with the written consent of the
Agent, (a) enter into agreements amending, modifying or supplementing this
Agreement, and (b) grant waivers of the provisions of this Agreement or consent
to a departure from the due performance of the obligations of the other party
under this Agreement.  Any such amendment, waiver or consent must be
in writing.  Any waiver of any provision hereof, and any consent to a
departure by the Seller from any of the terms of this Agreement, shall be
effective only in the specific instance and for the specific purpose for which
given.




Section
8.02.  Notices .  Except
as provided below, all communications and notices provided for hereunder shall
be in writing (including facsimile transmission) and shall be given to the
applicable party at its address set forth below or in accordance with the last
written direction from such party to the other parties hereto.  Each
such notice or other communication shall be effective when
received.




Seller:
            Ministry
      Partners Investment Corporation955
      West Imperial HighwayBrea,
      California 92821Attention:  PresidentPurchaser:
            Ministry
      Partners Funding, LLC955
      West Imperial HighwayBrea,
      California 92821Attention:  President








23








Section
8.03.  Governing
Law; Submission to Jurisdiction; Integration .




(a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York (WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).




(b)           The
parties hereto hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State Court sitting in New York, New York for purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby.  Each party hereto hereby irrevocably waives, to the fullest
extent it may effectively do so, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.  Nothing in this Section 8.03 shall
affect the right of any party hereto to bring any action or proceeding against
the other party or its properties in the courts of other
jurisdictions.




(c)           The
Transaction Documents contain the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire understanding among the parties hereto with respect
to the subject matter hereof superseding all prior oral or written
understandings.




Section
8.04.  Severability; Counterparts,
Waiver of Setoff .  This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same agreement.  Any provisions of this Agreement that are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  The Seller
hereby waives any right of setoff for any amounts due hereunder which it may
have or to which it may be entitled against the Purchaser and its
assets.




Section
8.05.  Assignments .  This
Agreement shall be binding on the parties hereto and their respective successors
and assigns; provided, however, that, except
as expressly permitted in this Agreement, the Seller may not assign any of its
rights or delegate any of its duties hereunder without the prior written consent
of the Purchaser.  No provision of this Agreement shall in any manner
restrict the ability of the Purchaser to assign in whole or in part the
Purchased Mortgage Loans and the other Purchased Assets (or interests
therein).




Section
8.06.  Confidentiality .  The
Purchaser and the Seller shall keep all non-public information obtained pursuant
to this Agreement and the transactions contemplated hereby or effected in
connection herewith confidential in accordance with customary procedures for
handling confidential information of this nature and will not disclose such
information to outside parties (except counsel, auditors and Rating Agencies)
but may make disclosure (a) reasonably required by a bona fide transferee or
prospective transferee, including, without limitation, the Agent, any Liquidity
Bank (as defined in the Loan Agreement) and the Lender, and their respective
counsel and auditors, provided, that any
bona fide transferee or prospective transferee, including without limitation,
the Agent, any Liquidity Bank (as defined in the Loan Agreement) and the Lender,
and their respective counsel and auditors to whom such disclosure is made shall
abide by the confidentiality provisions of this Section 8.06, (b)
necessary in order to obtain any consents, approvals, waivers or other
arrangements required to permit the execution, delivery and performance by the
Seller or the Purchaser of this Agreement, (c) as required or requested by any
Official Body or pursuant to legal
process or as required by applicable law (including securities laws) or (d) in
connection with the enforcement hereof.  Each of the Seller and the
Purchaser agrees that any confidential information (which includes all
information (i) that is not and does not hereafter become publicly available
through no fault of the Seller or the Purchaser or any of their respective
agents or representatives and (ii) that is provided by the Seller or the
Purchaser or any of their respective agents or representatives, in any format
whatsoever), shall be used only in connection with this Agreement and the
transactions contemplated hereby and not for any other purpose; provided, that the
Seller and the Purchaser may disclose on a confidential basis any such
confidential information to any Rating Agency.  Without limiting the
generality of the foregoing, the Seller and the Purchaser shall observe any
applicable law prohibiting the disclosure of information regarding Mortgagors
and shall request of each Person to whom disclosure is made pursuant to this
Section 8.06 to
observe any such applicable laws.




24


Section
8.07.  No
Petition .  The
Seller agrees that, prior to the date which is one year and one day after the
date upon which all obligations of the Purchaser under the Loan Agreement are
paid in full and all other indebtedness of the Purchaser is paid in full, it
will not institute against, or join any other Person in instituting against, the
Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other similar proceeding under the laws of the United States or
any state of the United States.




Section
8.08.  WAIVER OF
JURY TRIAL .  EACH
PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




Section
8.09.  Payments
Set Aside .  To
the extent that the Seller or any Obligor makes a payment to the Purchaser or
the Purchaser exercises its right of set-off and such payment or set-off or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, disgorged by, or is required to be
refunded, rescinded, returned, repaid or otherwise restored to the Seller, such
Obligor, a trustee, a receiver or any other Person under any law, including,
without limitation, any bankruptcy law, any state or federal law, common law or
equitable cause, the obligation or part thereof originally intended to be
satisfied shall, to the extent of any such restoration, be reinstated, revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred.  The provisions of this Section 8.09 shall
survive the termination of this Agreement.




Section
8.10.  No Implied
Waiver; Cumulative Remedies .  No
course of dealing and no delay or failure of the Purchaser in exercising any
right, power or privilege under the Transaction Documents shall affect any other
or future exercise thereof
or the exercise of any other right, power or privilege; nor shall any single or
partial exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or
privilege.  The rights and remedies of the Purchaser under the
Transaction Documents are cumulative and not exclusive of any rights or remedies
that the Purchaser would otherwise have.




25


Section
8.11.  No
Discharge .  The
obligations of the Seller under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by (a) any exercise or
non-exercise of any right, remedy, power or privilege under or in respect of
this Agreement or applicable law, including, without limitation, any failure to
set-off or release in whole or in part by the Purchaser of any balance of any
deposit account or credit on its books in favor of the Seller, or any waiver,
consent, extension, indulgence or other action or inaction in respect of any
thereof, or (b) any other act or thing or omission or delay to do any other act
or thing that could operate as a discharge of the Seller as a matter of
law.




Section
8.12.  No
Recourse .  Notwithstanding
anything to the contrary contained herein, the obligations of the Purchaser and
the Seller, respectively, under this Agreement shall be solely the limited
liability company obligations of the Purchaser, and shall be without recourse to
any officer, director, shareholder, member or Affiliate of the Purchaser or the
Seller, as applicable; provided that the
foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or fraudulent omissions
made by them.




Section
8.13.  Supplemental
Conveyance .  Any
references to the Agreement herein shall, wherever applicable, be read to
include each Supplemental Conveyance.




26


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date
hereof.




MINISTRY
      PARTNERS FUNDING, LLC, as PurchaserBy:Name:Title:MINISTRY
      PARTNERS INVESTMENT CORPORATION, as SellerBy:Name:Title:















EXHIBIT
A




FORM OF SUPPLEMENTAL
CONVEYANCE




SUPPLEMENTAL
CONVEYANCE, dated as of  _______________, 20__, by MINISTRY PARTNERS
INVESTMENT CORPORATION, a California corporation (the “Seller”) and Ministry
Partners Funding, LLC, a Delaware limited liability company (the “Purchaser”), pursuant
to the Agreement referred to below.




W I T N E
S S E T H:




WHEREAS,
the Seller and the Purchaser are parties to the Mortgage Loan Purchase
Agreement, dated as of October 30, 2007 (as such agreement may have been, or may
from time to time be, amended, supplemented or otherwise modified, the “Agreement”);




WHEREAS,
pursuant to Sections
2.01 and 4.02 of the
Agreement, the Seller wishes to sell Mortgage Loans to the Purchaser;
and




WHEREAS,
the Purchaser has agreed, pursuant to the Agreement, to purchase such Mortgage
Loans, subject to the terms and conditions of Section 4.02 of the
Agreement.




NOW,
THEREFORE, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the Seller
and the Purchaser hereby agree as follows:




1.           Defined
Terms.  Capitalized terms used herein shall have the respective
meanings assigned to such terms in the Agreement unless otherwise defined
herein.




“Cut-off Date” shall
mean, with respect to the Mortgage Loans transferred hereby, the close of
business on September 30, 2007.




“Purchase Date” shall
mean, with respect to the Mortgage Loans transferred hereby, October 30,
2007.




“Purchase Price” shall
mean $[],
which amount represents the fair market value of the Mortgage Loans transferred
hereby as determined by the Purchaser and the Seller.




2.           Schedule of Mortgage
Loans.  The Schedule of Mortgage Loans attached hereto as Schedule 1 (or as
delivered to the Purchaser in the form of microfiche or in electronic format,
including disk, electronic file, CD-ROM or such other format as is reasonably
acceptable to the Purchaser) supplements the Schedule of Mortgage Loans attached
as Schedule 1
to the Agreement.  The Mortgage Loans listed in Schedule 1 attached
hereto (or as delivered to the Purchaser in the form of microfiche or in
electronic format, including disk, electronic file, CD-ROM or such other format
as is reasonably acceptable to the Purchaser) constitute the Mortgage Loans to
be sold pursuant to this Supplemental Conveyance on the Purchase
Date.




3.           Conveyance of Mortgage
Loans.  Subject to the conditions specified in Section 4.02 of the
Agreement, the Seller does hereby assign, transfer and convey to the Purchaser
the Purchased Mortgage Loans listed on Schedule 1 hereto,
(ii) the Related Security with respect to such Purchased Mortgage Loans, and
(iii) all Collections with respect to such Purchased Mortgage Loans and (b) all
cash and non-cash proceeds of any of the foregoing, on the Purchase Date for the
Purchase Price.




A-1


4.           Bring-Down of
Representations and Warranties.  The Seller hereby confirms
that each of its representations and warranties contained in Section 3.01 of the
Agreement are true and correct in all material respects as of the date specified
therein.




5.           Conditions
Precedent.  The Seller hereby certifies that each of the
conditions precedent to the conveyance of Purchased Mortgage Loans hereunder set
forth in Section 4.02 of
the Agreement has been satisfied or waived as of the Purchase Date.




6.           Incorporation of Purchase
Agreement.  This Supplemental Conveyance is made pursuant to
and upon the representations, warranties and agreements on the part of the
Seller contained in the Agreement and shall be governed in all respects by the
Agreement.




7.           Ratification of
Agreement.  As supplemented by this Supplemental Conveyance,
the Agreement is in all respects ratified and confirmed and the Agreement as so
supplemented by this Supplemental Conveyance shall be read, taken and construed
as one and the same instrument.




8.           Counterparts.  This
Supplemental Conveyance may be executed in two or more counterparts (and by
different parties in separate counterparts), each of which shall be an original
but all of which together shall constitute one and the same
instrument.




9.           Governing
Law.  This Supplemental Conveyance shall be construed in
accordance with the laws of the State of New York (without regard to its
conflicts of law principles other than Section 5-1401 of the General Obligations
Law), and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.




A-2


IN
WITNESS WHEREOF, the Seller and the Purchaser have caused this Supplemental
Conveyance to be duly executed and delivered by their respective duly authorized
representatives as of the day and the year first above written.




MINISTRY
      PARTNERS FUNDING, LLC, as PurchaserBy:Name:Title:MINISTRY
      PARTNERS INVESTMENT CORPORATION, as SellerBy:Name:Title:











A-3