Exhibit
10.7


Execution
Copy











LOAN,
SECURITY AND SERVICING AGREEMENT




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,






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


______________________________________________
  CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  OMITTED TEXT IS
INDICATED BY “[request for confidential treatment]”.









TABLE OF
CONTENTS






PageArticle
      I
              AMOUNTS
      AND TERMS OF THE LOANS
              1Section
      1.1.
              Loan
      Facility
              1Section
      1.2.
              Making
      Loans
              1Section
      1.3.
              Payment
      of Loans; Interest
              3Section
      1.4.
              Settlement
      Procedures
              4Section
      1.5.
              Fees
              8Section
      1.6.
              Payments
      and Computations, Etc.
              8Section
      1.7.
              Tax
      Indemnification
              9Section
      1.8.
              Increased
      Costs
              9Section
      1.9.
              Requirements
      of Law
              11Section
      1.10.
              Other
      Costs and Expenses
              12Section
      1.11.
              Inability
      to Determine Eurodollar Rate
              12Section
      1.12.
              Characterization
      of Transactions Contemplated by this Agreement
              13Section
      1.13.
              Take
      Out Refinancing
              13Section
      1.14.
              Interest
      Rate Hedging Agreements
              13Article
      II
              REPRESENTATIONS
      AND WARRANTIES
              16Section
      2.1.
              Representations
      and Warranties of Borrower
              16Section
      2.2.
              Representations
      and Warranties of Servicer
              19Section
      2.3.
              Perfection
      Representations
              21Section
      2.4.
              Representations
      and Warranties Regarding the Mortgage Loans
              21Article
      III
              COVENANTS
              22Section
      3.1.
              Covenants
      of the Borrower
              22Section
      3.2.
              Negative
      Covenants of the Borrower
              26
    i
  Section
      3.3.
              Covenants
      of the Servicer
              28Section
      3.4.
              Negative
      Covenants of the Servicer
              32Article
      IV
              EVENTS
      OF DEFAULT
              34Section
      4.1.
              Event
      of Defaults; Remedies
              34Article
      V
              INDEMNIFICATION
              36Section
      5.1.
              Indemnities
      by the Borrower
              36Section
      5.2.
              Indemnities
      by the Servicer
              37Article
      VI
              ADMINISTRATION
      AND COLLECTIONS
              38Section
      6.1.
              Appointment
      of the Servicer
              38Section
      6.2.
              Duties
      of the Servicer
              40Section
      6.3.
              Servicer
      Advances
              42Section
      6.4.
              Maintenance
      of Accounts
              43Section
      6.5.
              Enforcement
      Rights
              44Section
      6.6.
              Responsibilities
      of the Borrower
              45Section
      6.7.
              Servicing
      Fees
              45Section
      6.8.
              Audits,
      Etc.
              45Section
      6.9.
              Maintenance
      of Writings and Records
              46Section
      6.10.
              Information
              47Section
      6.11.
              Performance
      of Undertakings Under the Mortgage Loans
              47Section
      6.12.
              Appointment
      of Back-Up Servicer
              47Section
      6.13.
              Monthly
      Back-Up Servicing Data; Inspections by Back-Up Servicer
              49Section
      6.14.
              Limitation
      on Liability
              50Section
      6.15.
              Resignation
      of the Back-Up Servicer
              51Section
      6.16.
              Force
      Majeure
              51
    ii
  Article
      VII
              MISCELLANEOUS
              52Section
      7.1.
              Amendments,
      Etc.
              52Section
      7.2.
              Notices,
      Etc.
              52Section
      7.3.
              Assignability
              52Section
      7.4.
              No
      Proceedings
              53Section
      7.5.
              Confidentiality
              53Section
      7.6.
              GOVERNING
      LAW AND JURISDICTION
              54Section
      7.7.
              Execution
      in Counterparts
              55Section
      7.8.
              Survival
      of Termination
              55Section
      7.9.
              WAIVER
      OF JURY TRIAL
              55Section
      7.10.
              Entire
      Agreement
              56Section
      7.11.
              Headings
              56Section
      7.12.
              Lender’s
      Liabilities
              56Section
      7.13.
              Patriot
      Act
              56






iii





Exhibits, Schedules and
Annexes


EXHIBIT
      I
            DEFINITIONS
      AND INTERPRETIVE PROVISIONS
            I-1












iv


LOAN,
SECURITY AND SERVICING AGREEMENT




This
LOAN, SECURITY AND SERVICING AGREEMENT (as amended, supplemented or otherwise
modified from time to time, this “Agreement”) is
entered into as of October 30, 2007 among MINISTRY PARTNERS FUNDING, LLC, a
Delaware limited liability company, as borrower (the “Borrower”),
EVANGELICAL CHRISTIAN CREDIT UNION, a California state chartered credit union
(“ECCU”), as
Servicer (in such capacity, together with its successors and permitted assigns
in such capacity, the “Servicer”), FAIRWAY
FINANCE COMPANY, LLC, a Delaware limited liability company (together with its
successors and permitted assigns, the “Lender”), BMO Capital
Markets Corp. (“BMO”), as agent (in
such capacity, together with its successors and assigns in such capacity, the
“Agent”), U.S.
BANK NATIONAL ASSOCIATION, as custodian (in such capacity, “Custodian”), and as
account bank (in such capacity, “Account Bank”), and
Lyon Financial Services, Inc., d/b/a U.S. Bank Portfolio Services (“Lyon”) as Back-Up
Servicer (in such capacity, “Back-Up
Servicer”).




PRELIMINARY
STATEMENTS.  Certain terms that are capitalized and used throughout
this Agreement are defined in Exhibit I to this
Agreement.  References in the Exhibits hereto to “the Agreement” shall be
references to this Agreement.




The
Borrower desires to borrow funds pursuant to loans that will be secured by,
among other things, all of its ownership interests in Mortgage Loans owned by
the Borrower, and the Lender desires, from time to time, based on the terms and
subject to the conditions set forth in this Agreement, to make loans to the
Borrower.




In
consideration of the mutual agreements, provisions and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:




ARTICLE
I


AMOUNTS AND TERMS OF THE
LOANS




Section
1.1.          Loan
Facility.




On the
terms and conditions hereinafter set forth, the Lender hereby agrees to make
loans to the Borrower (each, a “Loan”) from time to
time during the period from the date hereof through the Facility Termination
Date.  Under no circumstances shall the Lender make a Loan to the
Borrower if, after giving effect to such Loan, the aggregate outstanding Loan
Balance would exceed the lesser of (i) the most recently calculated Borrowing
Base and (ii) the Loan Limit.




Section
1.2.          Making
Loans.




(a)           Each
Loan shall be made upon the Borrower’s irrevocable written notice delivered to
the Agent in accordance with Section 7.2
(which notice must be received by the Agent prior to 11:00 a.m., Chicago time)
at least one Business Day prior to the requested borrowing date, which notice
(each, a “Borrowing
Notice”) shall specify (A) the amount requested to be borrowed by
the Borrower (such amount, which shall not be less than $250,000, being the
“Loan Balance”
relating to the Loan then being made) and (B) the date of such Loan (which
shall be a Business Day).




1






(b)           On
the date of each Loan pursuant to Section 1.2(a) (each,
a “Borrowing
Date”), upon satisfaction of the applicable conditions set forth in Exhibit II hereto,
the Lender will make available to the Borrower in same day funds, at Members
United Corporate Federal Credit Union, ABA number [request
for confidential treatment], for final credit to Ministry Partners
Funding LLC, Account number [request
for confidential treatment](or such other account as the Borrower shall
notify to the Lender and the Agent in writing), an amount equal to the Loan
Balance relating to the Loan then being made.




(c)           To
secure the repayment of the Loans, the payment of all Interest thereon and all
of the Borrower’s obligations (monetary or otherwise) under this Agreement and
the other Transaction Documents to the Secured Parties, whether now or hereafter
existing or arising, due or to become due, direct or indirect, absolute or
contingent (collectively, the “Obligations”), the
Borrower hereby grants, collaterally assigns and pledges to the Agent, for the
benefit of the Secured Parties, a security interest in all its right, title and
interest (including, without limitation, any undivided or beneficial interest of
the Borrower) in, to and under all of the following, whether now or hereafter
owned, existing or arising (collectively, the “Collateral”):




(i)           all
Mortgage Loans purchased by the Borrower under the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement (or otherwise transferred
to the Borrower pursuant to the terms of the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement), from time to time, the
Outstanding Principal Balances related thereto as of the related Cut-Off Date
and all Related Security;




(ii)           all
payments in respect of interest and principal received, collected or otherwise
recovered with respect to each related Mortgage Loan on or after the related
Cut-Off Date and all other proceeds received (including proceeds from a
Liquidated Mortgage Loan, condemnation proceeds and Insurance Proceeds) with
respect to each Mortgage Loan on or after the related Cut-Off Date;




(iii)           all
documents required to be included in the related Mortgage Files and other
Records, including in each case, without limitation, all monies due or to become
due to the Borrower under or in connection therewith;




(iv)           all
Improvements and property that secure a Mortgage Loan, including without
limitation all property that becomes a REO Property;




(v)           
all guaranties, letters of credit, letter-of-credit rights, supporting
obligations and other agreements or arrangements of whatever character from time
to time supporting or securing payment of such Mortgage Loan, whether pursuant
to the documents required to be included in the related Mortgage Files or
otherwise;




2


(vi)           any
Insurance Policies that relate to any Mortgage Loan, Mortgagor or Mortgaged
Property or Improvements related thereto;




(vii)           the
ECCU Mortgage Loan Purchase Agreement, the MPIC Mortgage Loan Purchase Agreement
and all other Transaction Documents to which the Borrower is a party (including,
without limitation, (a) all rights to indemnification arising thereunder and (b)
all UCC financing statements filed pursuant thereto);




(viii)           all
other rights and payments relating to the Mortgage Loans and other
Collateral;




(ix)            
the Collection Account, the Custody Account, the Reserve Account, the Master
Lockbox Account and all other bank and similar accounts relating to collections
on and proceeds of the Mortgage Loans and the Mortgaged Properties (whether now
existing or hereafter established), and all cash, instruments, investment
property, financial assets or other property that are held or required to be
deposited in such accounts, and all investments in and all income from the
investment of funds in the Collection Account, the Reserve Account and such
other accounts;




(x)            
all Hedge Collateral;




(xi)            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 the then-existing Collateral.




Section
1.3.           Payment of Loans;
Interest.




(a)           Borrower
shall repay in full the unpaid principal amount of the Loan on the Stated
Maturity Date.  On each Settlement Date occurring prior to the
Facility Termination Date, the Borrower shall repay the Loans to the extent
necessary to reduce the Loan Balance to the most recently calculated Borrowing
Base.  On each Settlement Date occurring on or after the Facility
Termination Date and prior to the Stated Maturity Date, the Borrower shall repay
the Loans in the amount available for distribution on such Settlement Date
pursuant to clause seventh of Section
1.4(e).




3


(b)           Each
Loan shall accrue Interest from the date such Loan is made until the date such
Loan is paid in full, at the then applicable interest rate (as set forth in the
definition of “Interest”).  The
Borrower shall pay the Interest on the Loans (i) on each Settlement Date as set
forth in Sections
1.4(d) and (e), (ii) on the date
of any payment or prepayment in whole or in part, of principal outstanding on
such Loan and (iii) on the Stated Maturity Date.




(c)           In
the event that any Affected Person makes a claim for increased costs pursuant to
Section 1.8 or
1.9, the
Borrower may prepay the Loans in full upon at least 30 days’ notice to the
Agent, which notice shall be given within 90 days of receipt by the Borrower of
such claim.  If the Borrower elects to so prepay the Loans, on the
Business Day specified in such notice by the Borrower to the Agent, the Borrower
shall pay to the Agent, in immediately available funds, an amount equal to the
aggregate outstanding principal amount of the Loans, all accrued and unpaid
Interest, the Termination Fee, if any, the unpaid portion of the Amortized Cap
Premiums (after giving effect to the net proceeds received by the Hedge
Counterparty from the good faith sale or other disposition of the related Hedge
Transaction, if any) and all other amounts then due under this Agreement, but
otherwise without any prepayment premium.  Upon such payment, this
Agreement shall terminate, the Lender shall have no further obligation to make
Loans hereunder, and the obligations of the Hedge Counterparty under any Hedge
Agreements shall terminate.




Section
1.4.           Settlement
Procedures.




(a)           Collection
of the Mortgage Loans shall be administered by the Servicer in accordance with
the terms of this Agreement.  The Borrower shall provide, or cause to
be provided, to the Servicer on a timely basis all information needed for such
administration, including notice of the occurrence of any Event of Default and
current computations of the Borrowing Base.  In addition, the Borrower
shall instruct all of the Mortgagors relating to the Mortgage Loans, and all
related insurers or other payors with respect thereto, to remit all payments in
respect of the Mortgage Loans and other Collateral (i) during the Custodial
Period to the Custody Account, with same day wire transfer by the Servicer to
the Collection Account and (ii) at all times thereafter, to the Master Lockbox
Account, with same day wire transfer or sweep by the Servicer to the Collection
Account.




(b)           The
Servicer shall, on each Settlement Date, direct the Account Bank in writing to
distribute all amounts then in the Collection Account in accordance with Sections 1.4(c),
(d) or (e)
below.




(c)           No
more frequently than one time per week, at Borrower’s written request, on any
Business Day occurring prior to the Facility Termination Date that is not a
Settlement Date, the Servicer shall direct in writing the Account Bank, to the
extent funds are available, to:




first, set aside and
hold in the Collection Account an amount equal to all of
the Accrued Facility Costs as of such day for transfer at the direction of the
Agent;




4


second, set aside and
hold in the Collection Account an amount equal to all Servicer Advances made and
not reimbursed to the Servicer;




third, if a Borrowing
Base Deficit exists on such day, set aside and hold in the Collection Account an
amount, in addition to the amount described in clause first above, equal to
such Borrowing Base Deficit;




fourth, if the amount
of funds on such day in the Reserve Account is less that the Required Reserve
Amount, deposit into the Reserve Account an amount equal to such deficiency;
and




fifth, the remaining
amounts may, at the option of the Borrower, (i) remain in the Collection
Account; (ii) be distributed to the Lender to repay any maturing Loan; or (iii)
be distributed to the Borrower, provided that any
distribution pursuant to clause (iii) shall
only be permitted if no Unmatured Event of Default or Event of Default has
occurred and is continuing, or would result therefrom, and all amounts owed to
the Indemnified Parties pursuant to clause tenth of Section
1.4(d) on each preceding Settlement Date have been paid in full, and the
Servicer has delivered to the Agent a report, in form and substance acceptable
to the Agent, which contains calculations and other information sufficient to
evidence that no Borrowing Base Deficit exists or would result
therefrom.




(d)           On
each Settlement Date occurring prior to the Facility Termination Date, the
Servicer shall direct the Account Bank in writing to distribute from amounts in
the Collection Account and from payments received under the Hedge Agreements the
following amounts in the following order of priority:




first, to each Hedge
Counterparty, on a pro
ratabasis,the aggregate net amount
then due and payable to such Hedge Counterparty under each applicable Hedge
Agreement and any Hedge Breakage Costs incurred by such Hedge Counterparty under
the applicable Hedge Agreement (as confirmed by Agent);




second, to the
Servicer (which term shall include the replacement Servicer in the event that
the Servicer has been replaced in accordance with the terms hereof), in payment
of the sum of (i) any accrued and unpaid Servicing Fee, plus (ii) in the
event that the Servicer has been replaced in accordance with the terms hereof,
the reasonable expenses incurred by the successor Servicer, including but not
limited to expenses incurred in connection with transitioning the servicing of
the Mortgage Loans, provided that such
transition expenses shall not exceed $50,000 in the aggregate;




5


third, to the
Servicer for reimbursement of Servicer Advances made on the related Mortgage
Loan;




fourth, to the
Back-Up Servicer in payment of any accrued and unpaid Back-Up Servicing Fee and
any expenses incurred by the Back-Up Servicer in connection with its duties
hereunder;




fifth, to the
Custodian in payment of any accrued and unpaid Custodian Fee and to the banks
holding any of the Accounts, the fees and expenses then due and payable by the
Borrower to such banks with respect to the Accounts (as confirmed by the
Custodian or Account Bank, respectively);




sixth, to the Agent,
in payment of the sum of (i) the accrued and unpaid Interest on the outstanding
Loans, plus
(ii) the accrued and unpaid Non-Usage Fee plus (iii) any losses
or expenses incurred by the Agent or Lender, as a result of any payment or
prepayment of all or a portion of the Loan (each, as confirmed by the
Agent);




seventh, to Agent,
for the account of Lender, the principal amount that is necessary to be paid in
order to reduce any Borrowing Base Deficit to zero.




eighth, to the
Reserve Account to the extent necessary to maintain the amount of funds in the
Reserve Account at the Required Reserve Amount;




ninth,
[Reserved];




tenth, to any
Indemnified Party and/or Affected Person, any amounts payable by the Borrower to
such Person hereunder; and




eleventh, provided
that an Event of Default has not occurred, such amount designated by the
Borrower, at the Borrower’s election (i) in accordance with the terms hereof and
the other Transaction Documents, to purchase new Mortgage Loans from Sellers,
provided that a Borrowing Base Deficit does not exist immediately after
purchasing such additional Mortgage Loans, or (ii) to the Lender to repay all or
any portion of the Loan Balance;




After the
amounts described in clauses first through
eleventh,
above, have been paid in full, all remaining amounts in the Collection Account
shall be paid to the Borrower for its own account or, at the Borrower’s option,
shall be held in the Collection Account.




(e)           On
each Settlement Date occurring on or after the Facility Termination Date and
until the Obligations have been paid in full, the Servicer shall direct the
Account Bank in writing to distribute from amounts in the Collection Account and from
payments received under the Hedge Agreements the following amounts in the
following order of priority:




6


first, to each Hedge
Counterparty, on a pro
ratabasis,the aggregate net amount
then due and payable to such Hedge Counterparty under each applicable Hedge
Agreement and any Hedge Breakage Costs incurred by such Hedge Counterparty under
the applicable Hedge Agreement (as confirmed by Agent);




second, to the
Servicer (which term shall include the replacement Servicer in the event that
the Servicer has been replaced in accordance with the terms hereof), in payment
of the sum of (i) any accrued and unpaid Servicing Fee, plus (ii) in the
event that the Servicer has been replaced in accordance with the terms hereof,
the reasonable expenses incurred by the successor Servicer, including but not
limited to expenses incurred in connection with transitioning the servicing of
the Mortgage Loans, provided that such
transition expenses shall not exceed $50,000 in the aggregate;




third, to the
Servicer for reimbursement of Servicer Advances made on the related Mortgage
Loan;




fourth, to the
Back-Up Servicer in payment of any accrued and unpaid Back-Up Servicing Fee and
any expenses incurred by the Back-Up Servicer in connection with its duties
hereunder;




fifth, to the
Custodian in payment of any accrued and unpaid Custodian Fee and to the banks
holding any of the Accounts, the fees and expenses then due and payable by the
Borrower to such banks with respect to the Accounts (as confirmed by the Account
Bank);




sixth, to the Agent,
in payment of the sum of (i) the accrued and unpaid Interest on the outstanding
Loans, plus
(ii) the accrued and unpaid Non-Usage Fee, plus (iii) any losses
or expenses incurred by the Agent or the Lender as a result of any payment or
prepayment of all or any portion of the Loan (including, without limitations, as
a result of clause (e)
seventh below (each, as confirmed by the Agent);




seventh, all
remaining amounts will be applied to reduce the Loan Balance until the Loan
Balance is zero;




eighth, [Reserved];
and




ninth, to any
Indemnified Party and/or Affected Person, any amounts payable by the Borrower to
such Person hereunder.




7


After the
amounts described in clauses first through
ninth, above,
have been paid in full, all remaining amounts in the Collection Account shall be
paid to the Borrower for its own account or, at the Borrower’s option, shall be
held in the Collection Account.




(f)           The
Servicer may direct the Account Bank in writing (with a copy to the Agent), to
the extent funds are available, to distribute Participation Payouts to those
third party lenders/creditors to which such amounts are due and payable, which
direction shall be accompanied by a certification from the Servicer to the
Account Bank (with a copy to the Agent) that such amounts are solely
Participation Payouts.




(g)           The
Borrower may, at its option, prepay the Loan in part on any Settlement Date
(which prepayment shall include all of the accrued and unpaid interest on the
principal being prepaid, any losses or expenses incurred by the Agent or the
Lenders as a result of such prepayment and any applicable Termination Fee) and
may request that the Agent release certain Mortgage Loans specified by the
Borrower, so long as after giving effect to such prepayment and release no
Unmatured Event of Default or Event of Default has occurred and is continuing or
would result therefrom and no Borrowing Base Deficit exists or would result
therefrom.  The Borrower shall pay, or cause to be paid, all unpaid
Amortized Cap Premiums and all termination payments with respect to any Hedge
Agreements related to any released Mortgage Loans.




(h)           Promptly
after the date occurring on or after Facility Termination Date on which the
entire Loan Balance, together with all accrued and unpaid Interest thereon, all
accrued and unpaid Non-Usage Fees and all indemnified amounts payable to any
Indemnified Party, has been paid in full, and all other obligations of the
Borrower and the Servicer to the Secured Parties have been paid in full, the
Agent shall release all of the Agent’s right, title and interest in and to the
Collateral, pursuant to such documents as the Borrower shall reasonably request,
all at the Borrower’s expense.




Section
1.5.           Fees .




The
Borrower shall pay to the Agent certain fees (“Fees”) in the amounts
and on the dates set forth in that certain Fee Agreement dated the date hereof
(as amended, supplemented or otherwise modified from time to time, the “Fee
Agreement”) among the Borrower, the initial Servicer, the Lender and the Agent
delivered pursuant to Section 1 of Exhibit
II.




Section
1.6.           Payments and Computations,
Etc .




(a)           Other
than with respect to sweeps or wires from the Custody Account and Master Lockbox
Account, all amounts to be paid or deposited by the Borrower or the Servicer
hereunder shall be paid or deposited no later than 1:00 p.m. (Chicago time) on
the day when due in same day funds to the Collection Account.  All
amounts paid or deposited (as contemplated by the immediately preceding
sentence), on any day after 1:00 p.m. (Chicago time) will be deemed to have been
paid or deposited on the
immediately succeeding Business Day.  Any amounts swept from the
Custody Account or Master Lockbox Account (or wired from such accounts before
the Federal Reserve cutoff) shall be deemed to have been paid or deposited on
the day that such amounts are actually received in the Collection
Account.




8


(b)           The
Borrower shall, to the extent permitted by law, pay interest on any amount not
paid or deposited by the Borrower or the initial Servicer when due hereunder, at
an interest rate equal to 2.0% per annum above the Base Rate, payable on
demand.




(c)           All
computations of interest under subsection (b) above
and all computations of Interest, Non-Usage Fee, other fees, and other amounts
hereunder shall be made on the basis of a year of 360 days for the actual number
of days elapsed (other than Interest that is calculated on the basis of the Base
Rate, which shall be computed on that basis of a year of 365 or 366 days, as the
case may be).  Whenever any payment or deposit to be made hereunder
shall be due on a day other than a Business Day, such payment or deposit shall
be made on the next succeeding Business Day and such extension of time shall be
included in the computation of interest on such payment or deposit.




Section
1.7.           Tax
Indemnification .




The
Borrower hereby agrees to pay, and to indemnify each Affected Party from and
against, any taxes that may at any time be asserted in respect of this
transaction or the subject matter hereof (including, without limitation, any
sales, gross receipts, personal property, privilege or license taxes, but not
including any federal or other income or franchise taxes imposed upon any
Affected Party, any changes in the rate of the tax on or based upon its net
income or profits arising out of the transactions contemplated hereby or any
withholding taxes arising on account of the Affected Party either not being a
U.S. Person as defined in Internal Revenue Code Section 7701(a)(30) or being
subject to Internal Revenue Code Section 3406 (all such excluded taxes, the
“Excluded
Taxes”)), whether arising by reason of the acts to be performed by the
Borrower, the Servicer hereunder or imposed against the Borrower or the Servicer
or any Affected Party, the property involved or otherwise.  If any
tax, fee or similar charge is imposed on or with respect to any payment for the
account of any Affected Party provided for in this Agreement by any state or
political subdivision thereof (other than Excluded Taxes of any Affected Party),
the Borrower will pay on written demand by such Affected Party (with a copy to
the Agent) an amount necessary to make such Affected Party whole, taking into
account any tax consequences to such Affected Party of the payment of such tax
and the receipt of the indemnity provided for by this Section 1.7,
including the effect of such tax or refund on the amount of tax measured by net
income or profits which is or was payable by such Affected Party in the
jurisdiction in which its principal executive office is located.




Section
1.8.           Increased
Costs .




(a)           If
the Agent, the Lender, any Liquidity Bank or any of their respective Affiliates
(each an “Affected
Person”) reasonably determines that the existence of or compliance with
(i) any law or regulation or any change therein or in the interpretation or
application thereof, in each case adopted, issued or occurring after the date
hereof or (ii) any request, guideline or directive from any central bank or
other Governmental Authority (whether or not having the force of law) issued or
occurring after the date of this Agreement affects or would affect the amount of
capital required or expected to be maintained by such Affected Person and such
Affected Person determines that the amount of such capital is increased by or
based upon the existence of any commitment to make Loans or otherwise to
maintain the Loans related to this Agreement or any related liquidity facility
or credit enhancement facility and other commitments of the same type, then,
upon written demand by such Affected Person (with a copy to the Agent), the
Borrower shall within 15 days of demand pay to the Agent, for the account of
such Affected Person, from time to time as specified by such Affected Person,
additional amounts sufficient and reasonably calculated to compensate such
Affected Person in light of such circumstances, to the extent that such Affected
Person reasonably determines such increase in capital to be allocable to the
existence of any of such commitments.  A certificate from such
Affected Person to the Borrower certifying in reasonably specific detail the
basis for calculation of and amount of such increased costs shall be conclusive
and binding for all purposes absent manifest error.




9


(b)           If,
due to either (i) the introduction of or any change (other than any change by
way of imposition or increase of reserve requirements referred to in Section 1.9) in or in
the interpretation of any law or regulation after the date of this Agreement or
(ii) compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to any Affected Person of agreeing to make Loans, or
maintaining the Loans in respect of which Interest is computed by reference to
the Eurodollar Rate, then, upon written demand by such Affected Person (with a
copy to the Agent), the Borrower shall immediately pay to such Affected Person,
from time to time as specified, additional amounts sufficient to compensate such
Affected Person for such increased costs.  A certificate from such
Affected Person to the Borrower certifying in reasonably specific detail the
basis for calculation of and amount of such increased costs shall be conclusive
and binding for all purposes absent manifest error.




(c)           Each
Affected Person will notify Borrower and the Agent in writing promptly after it
has received official notice of any event occurring after the date hereof which
will entitle such Affected Person to such additional amounts as compensation
pursuant to this Section
1.8.  Such additional amounts shall accrue from the date as to
which such Affected Person becomes subject to such additional costs as a result
of such event.




(d)           For
avoidance of doubt, any increase in cost caused by regulatory capital allocation
adjustments due to Financial Accounting Standards Board’s Interpretation 46 (or
any future statement or interpretation issued by the Financial Accounting
Standards Board or any successor thereto) shall be covered by this Section
1.8.










10


Section
1.9.           Requirements of
Law .




(a)           In
the event that any Affected Person reasonably determines that the existence of
or compliance with (1) any law or regulation or any change therein or in the
interpretation or application thereof, in each case adopted, issued or occurring
after the date of this Agreement or (2) any request, guideline or directive from
any central bank or other Governmental Authority (whether or not having the
force of law) issued or occurring after the date of this Agreement:




(i)           does
or shall subject such Affected Person to any tax of any kind whatsoever with
respect to this Agreement, any increase in the Loan Balance, or does or shall
change the basis of taxation of payments to such Affected Person on account of
Collections, Interest or any other amounts payable hereunder (excluding taxes
imposed on the overall net income or gross receipts of such Affected Person, and
franchise taxes imposed on such Affected Person, by the jurisdiction under the
laws of which such Affected Person is organized or a political subdivision
thereof);




(ii)           does
or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, purchases, advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Affected Person which are not otherwise included in the determination of
the Eurodollar Rate or the Base Rate hereunder; or




(iii)           does
or shall impose on such Affected Person any other condition; and the result of
any of the foregoing is (x) to increase the cost to such Affected Person of
acting as Agent, or of agreeing to make or maintain the Loans or (y) to reduce
any amount receivable hereunder (whether directly or indirectly) funded or
maintained by reference to the Eurodollar Rate or the Base Rate, then, in any
such case, within 15 days written demand by such Affected Person (with a copy to
the Agent) the Borrower shall pay such Affected Person any additional amounts
sufficient and reasonably calculated to compensate such Affected Person for such
additional cost or reduced amount receivable; provided that such
amount shall be reduced by the net amount of any off setting tax benefit which
such Affected Person receives as a result of such additional
cost.  All such amounts shall be payable as incurred.  A
certificate from such Affected Person to the Borrower certifying, in reasonably
specific detail, the basis for, calculation of, and amount of such additional
costs or reduced amount receivable shall be conclusive in the absence of
manifest error;
provided that
no Affected Person shall be required to disclose any confidential or tax
planning information in any such certificate.




11


(b)           Each
Affected Person will notify the Borrower and the Agent in writing promptly after
it has received official notice of any event occurring after the date hereof
which will entitle such Affected Person to such additional amounts as
compensation pursuant to this Section
1.9.  Such additional amounts shall accrue from the date as to
which such Affected Person becomes subject to such additional costs as a result
of such event.




Section
1.10.           Other Costs and
Expenses .




Borrower
agrees to pay on the first Settlement Date that is at least ten (10) days after
written demand therefor:




(a)           all
reasonable and actual costs and expenses incurred by Lender, each Liquidity
Provider, each Program Support Provider, Agent, Back-Up Servicer, Custodian,
Account Bank and Servicer in connection with (i) the preparation, execution,
delivery, administration and enforcement of, or any breach of, this Agreement,
the other Transaction Documents, the Liquidity Agreement and, to the extent
directly related to this Agreement, the Program Documents (including any
amendments or modifications of or supplements to the Program Documents directly
related to this Agreement), including, without limitation, the reasonable fees
and expenses of counsel to any of such Persons actually incurred in connection
therewith, (ii) the perfection of Agent’s security interest in the Collateral,
(iii) the maintenance of the Collection Account and the Reserve Account, (iv)
the audit of the books, records and procedures of ECCU, MPIC, Servicer and
Borrower by Agent’s auditors (which may be employees of Agent), and (v) Rating
Agency fees; and




(b)           all
stamp and other taxes and fees payable or determined to be payable in connection
with the execution, delivery, filing and recording of this Agreement, the other
Transaction Documents, or (to the extent directly related to this Agreement) the
Program Documents, and agrees to indemnify each Indemnified Party against any
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.




Section
1.11.          Inability to Determine
Eurodollar Rate .




If the
Agent shall have determined prior to the first day of any Settlement Period
(which determination shall be conclusive and binding upon the parties hereto) by
reason of circumstances affecting the interbank Eurodollar market, either (a)
dollar deposits in the relevant amounts and for the relevant Settlement Period
are not available, (b) adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Settlement Period, (c) the Eurodollar
Rate determined pursuant hereto does not adequately and fairly reflect the cost
to the Lender (as conclusively determined by the Agent) of
maintaining any Loan during such Settlement Period, or (d) it shall become
unlawful for the Lender or any Purchaser to obtain funds in the interbank
Eurodollar market (each, an “Eurodollar Unavailability
Condition”), the Agent shall promptly give telephonic notice of such
determination, confirmed in writing, to the Borrower prior to the first day of
such Settlement Period.  Upon delivery of such notice (a) no Loan
shall be funded thereafter at the Alternate Rate determined by reference to the
Eurodollar Rate, unless and until the Agent shall have given notice to the
Borrower that the circumstances giving rise to such determination no longer
exist, and (b) with respect to any outstanding Loans then funded at the
Alternate Rate determined by reference to the Eurodollar Rate, such Alternate
Rate shall automatically be converted to the Alternate Rate determined by
reference to the Base Rate at the respective last days of the then current
Settlement Periods relating to such Loans (or earlier, if required by
law).




12


Section
1.12.           Characterization of
Transactions Contemplated by this Agreement .




The
parties to this Agreement intend that the transactions contemplated by this
Agreement constitute a debt financing for tax and accounting purposes and agree
not to take any position inconsistent with such intended treatment on any
federal or other tax return.




Section
1.13.          Take Out
Refinancing .




Beginning
18 months following the Closing Date and not less than every 12 months
thereafter, the Borrower shall enter or have entered into a term securitization
(each such term securitization, a “Take Out
Refinancing”), whole loan sale or other refinancing in an amount equal to
or greater than [request
for confidential treatment] for the purpose of financing certain of the
Mortgage Loans and taking them out of this loan facility.  The Agent
shall have the right of first refusal, but shall have no obligation, to act as
exclusive placement agent in connection with the offering of asset-backed
securities that are issued in connection with each Take Out
Refinancing.  In connection with the consummation of any Take Out
Refinancing, the Borrower may obtain the release of any Mortgage Loans subject
to any such Take Out Refinancing by depositing into the Collection Account the
related purchase price therefor; provided, that the foregoing release shall only
be available if, after giving effect thereto and the application of the proceeds
thereof in accordance with the terms hereof, there shall not be a Borrowing Base
Deficit or Early Amortization Event.




Section
1.14.          Interest Rate Hedging
Agreements .




(a)           On
or prior to each Borrowing Date on which additional Mortgage Loans are added to
the Mortgage Loan Pool and on each date that any Hedge Transaction expires, the
Borrower shall enter into a Hedge Transaction meeting the following
requirements:




(i)           such
Hedge Transaction shall be entered into with a Hedge Counterparty and be
governed by a Hedge Agreement;




(ii)           such
Hedge Transaction shall have a schedule of monthly payment periods coinciding
with each Settlement Period, the first of which commences on the date such
Mortgage Loans are added to the Mortgage Loan Pool and the last of which ends on
the Settlement Period that occurs no later than 18 months from the date on which
such Mortgage Loans are added to the Mortgage Loan Pool;




13


(iii)           after
giving effect thereto, the Hedged Excess Spread Rate for the Mortgage Loans
included in such Hedge Transaction is not less than 1.00%;




(iv)           such
Hedge Transaction shall have an amortizing notional amount such that the Hedge
Notional Amount in effect during any such monthly payment period shall be equal
to the aggregate outstanding Loan Balance related to the Mortgage Loans being
added to the Mortgage Loan Pool or being renewed as of such date scheduled to be
outstanding as of the commencement of each such monthly payment period (assuming
that the Hedge Schedule was calculated in accordance with the modeling
assumptions used in the Hedge Spreadsheet);




(v)           such
Hedge Transaction shall provide for monthly payments to be made by the Hedge
Counterparty to the Collection Account, for the benefit of the Lender, by
reference to LIBOR as in effect on the first day of each monthly payment
period;




(vi)           after
giving effect thereto, the Hedge Deficit shall be less than or equal to 10.00%
and the Hedge Surplus shall be less than or equal to 10.00%; and




(vii)           such
Hedge Transaction shall be approved by the Agent, which approval shall not be
unreasonably withheld or delayed.




Notwithstanding
the foregoing, on the date Mortgage Loans are added to the Mortgage Loan Pool,
one or more such Hedge Transactions may be combined into a single Hedge
Transaction, in the aggregate, that satisfies the requirements set forth in this
Section
1.14.  In the event a Mortgage Loan is added to the Mortgage
Loan Pool to cure a Hedge Surplus, no new Hedge Transaction shall be required;
however, the Borrower shall notify the Agent in writing as to the related Hedge
Transaction that such Mortgage Loan will be included.




(b)           In
connection with each Hedge Transaction, the Borrower shall:




(i)           use
the Hedge Spreadsheet to produce the related Hedge Schedule




(ii)           at
least two (2) Business Days prior to the related Borrowing Date, provide the
Hedge Counterparty and the Agent with the “Hedge
Request” which shall include the related Hedge Schedule and a request for
pricing on such Hedge Transaction and shall be substantially in the form
attached as Annex
J;  and




14


(iii)           provide
the Agent with the calculation of the Hedged Excess Spread Rate for such Hedge
Transaction and the Borrowing Notice with the schedule of Mortgage Loans being
added to the Mortgage Loan Pool on such Borrowing Date in Microsoft Excel format
such that the Agent can verify the calculation of the Hedged Excess Spread
Rate.




(c)           In
connection with each Hedge Transaction, the Borrower shall deposit into the
Reserve Account on or before the date of such Hedge Transaction an amount, if
any, equal to the premium (the “LIBOR Cap Premium”)
to purchase a LIBOR Cap that satisfies the following requirements:




(i)           The
Hedge Rate for such LIBOR Cap shall be a rate such that the Hedged Excess Spread
Rate for such LIBOR Cap shall not be less than 0.50%;




(ii)           Such
LIBOR Cap shall have a schedule of monthly payment periods coinciding with each
Settlement Period, the first of which commences on the Settlement Period that
the related Hedge Transaction ends and the last of which ends on the Settlement
Period in which the related Loan Balance is repaid in full according to the
related Hedge Schedule;




The Hedge
Counterparty shall provide the Borrower with the Hedge Rate for the related
Hedge Transaction and the amount of the LIBOR Cap Premium for the related LIBOR
Cap within one Business Day of receipt of the Hedge Request.





No later
than seven (7) Business Days prior to each Settlement Date, the Borrower shall
request the Hedge Counterparty to provide to it the LIBOR Cap Premium for all
outstanding LIBOR Caps based on the respective Hedge Rates and the future
respective notional schedules then in effect.  The aggregate amount of
such LIBOR Cap Premiums as of any date of determination is referred to as the
“Aggregate LIBOR Cap Premiums.”  The Borrower shall be required to
deposit funds into the Reserve Account in an amount equal to any excess of (i)
the Aggregate LIBOR Cap Premiums over (ii) the amount then on deposit in the
Reserve Account.  If the Borrower fails to deposit such funds prior to
the related Settlement Date, it agrees to furnish written notice to MPIC
advising that its failure to make such deposit constitutes an Event of
Default.  Any amounts on deposit in the Reserve Account in excess of
the Aggregate LIBOR Cap Premiums will be released to the Borrower on the related
Settlement Date.  At any time after and during the continuance of an
Event of Default, the Lender will have the right to use the amounts on deposit
in the Reserve Account to purchase one or more LIBOR Caps in its sole
discretion.






(d)           As
additional security hereunder, the Borrower hereby grants, collaterally assigns
and pledges to the Agent, for the benefit of the Secured Parties, all right,
title and interest of Borrower in each Hedge Agreement, each Hedge Transaction,
and all present and future amounts payable by a Hedge Counterparty to the
Borrower under or in connection with the respective Hedge Agreement and Hedge
Transaction(s) with that Hedge Counterparty (the “Hedge
Collateral”).  The Borrower hereby acknowledges that, as a
result of such assignment and pledge, the Borrower may not, without the prior
written consent of the Lender (or the Agent on behalf of the Lender), exercise
any rights (including any termination right) under any Hedge Agreement or Hedge
Transaction that could reasonably be expected to adversely effect the right of
the Lender to receive any payment hereunder or under the Hedge
Agreement.  Nothing herein shall have the effect of releasing the
Borrower from any of its obligations under any Hedge Agreement or any Hedge
Transaction, nor be construed as requiring the consent of the Lender or the
Agent for the performance by the Borrower of any such obligations.






15


ARTICLE
II




REPRESENTATIONS AND
WARRANTIES




Section
2.1.          Representations and
Warranties of Borrower .




The
Borrower represents and warrants to the Lender and the Agent on and as of the
initial Borrowing Date and each subsequent Borrowing Date that:




(a)           Organization and Power. Borrower
is duly organized, validly existing and in good standing under the laws of the
state of its organization.  Borrower has all requisite power and all
governmental licenses, authorizations, consents and approvals required to carry
on its business, including its business relating to the acquisition and
financing of interests in Mortgage Loans 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.




(b)           Due
Qualification .  Borrower
is duly qualified to do business as a foreign company 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)           Authorization and
Non-Contravention. The
execution, delivery and performance by the Borrower of this Agreement and the
other Transaction Documents to which it is a party are within its powers, have
been duly authorized by all necessary action, require no action by or in respect
of, or filing with, any Official Body or official (except as contemplated by
paragraph (e)
of Section 1 of
Exhibit II),
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
Borrower, (iii) the operating or limited liability company agreement, or any
other organization document, of the Borrower (iv) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower,
or (v) result in the creation or imposition of any lien on assets of the
Borrower (except in favor of the Agent as contemplated by this
Agreement).




16




(d)          Binding Effect .  This
Agreement and the other Transaction Documents to which the Borrower is a party
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective 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 each Borrowing Date, the list of Mortgage Loans on the schedule attached to
the related Borrowing Report and all other information heretofore furnished in
writing by the Borrower to the Lender or the Agent for purposes of or in
connection with this Agreement or any other Transaction Document or any
transaction contemplated hereby or thereby is, and all such information
hereafter furnished in writing by the Borrower to the Lender or the Agent will
be, true and accurate in every material respect, as of the date specified
therein.




(f)           Actions,
Suits .  There
are no actions, suits or proceedings pending, or to the knowledge of the
Borrower threatened, against or affecting the Borrower or its 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 any other Transaction Document to which the Borrower is a party or seek to
prevent the consummation of the transactions contemplated hereby or
thereby.




(g)           Place of
Business .  The
chief place of business, the offices where the Borrower keeps all the Records,
and the Chief Executive Office of the Borrower are located at the address
described on Schedule
I, or such other locations notified to the Agent in accordance with this
Agreement in jurisdictions where all action required by this Agreement has been
taken and completed during the time periods required therein.  Within
the last five years, the Borrower has not merged or consolidated with any other
Person or been the subject of any bankruptcy proceeding.




(h)           Good
Title .  Borrower
is the legal and beneficial owner of the Mortgage Loans and other Collateral,
free and clear of any Adverse Claim.  There have been duly filed all
financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect the
Borrower’s ownership interest in each Mortgage Loan and the other
Collateral.




(i)           Perfection .  This
Agreement is effective to create, and shall transfer to the Agent, for the
benefit of the Secured Parties, a valid security interest in the Mortgage Loans,
the Mortgage Files and the Collections, which interest, upon the filing of
financing statements naming the Borrower, as debtor, and the Agent, as secured
party, with the Secretary of State of Delaware, is perfected and of first
priority.  On or prior to the applicable Borrowing Date, all financing
statements and other documents required to be recorded or filed in order to
perfect and protect the Agent’s interest (for the benefit of the Secured
Parties) in and to the Collateral and in and to the Mortgage Loans, the Mortgage
Files and the Collections against all creditors of and transferees from the
Borrower 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 Mortgage Loan or
the Related Security related thereto or the Mortgage Files or Collections with
respect thereto, or any other Collateral, is on file in any recording office,
except those filed pursuant to this Agreement, the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement.




17


(j)           Eligible Mortgage
Loans .  Each
Mortgage Loan included in the Borrowing Base on such Borrowing Date is an
Eligible Mortgage Loan.




(k)           Names .  The
Borrower has not used any trade names or assumed names other than its name set
forth on the signature pages of this Agreement.




(l)           Use of
Proceeds .  No
proceeds of the Loans 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.




(m)           No Event of
Default .  No
Event of Default or Unmatured Event of Default has occurred and is continuing on
the applicable Borrowing Date.




(n)           Collections;
Etc .  For
so long as ECCU remains Servicer, all payments made by (or on behalf of)
Obligors that are made by check are sent directly to the Servicer and deposited
into the Collection Account within two (2) Business Days’ of receipt thereof and
all payments made by (or on behalf of) Obligors that are made by ACH Credit,
credit card, debit card or other type of electronic transfer are deposited
directly to (i) during the Custodial Period, the Custody Account, with same day
wire transfer by the Servicer to the Collection Account and (ii) at all times
thereafter, to the Master Lockbox Account, with same day wire transfer to the
Collection Account.  The Borrower has not entered into any agreement
with any Person other than the Agent which grants to such Person an interest in,
or rights to the Custody Account, the Master Lockbox Account, the Reserve
Account or the Collection Account; provided, however, that an interest in the
Master Lockbox Account may be granted to a Person other than the Agent so long
as an Intercreditor Agreement is executed and delivered to the Agent by such
other Person.  The Borrower has not entered into any agreement with
any Person other than the Agent which grants to such Person an interest in, or
rights to, the Collection Account or the Reserve Account and Agent has control
of the Collection Account and the Reserve Account.




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




(p)           Financial
Condition .  The
Borrower is Solvent and is not the subject of an Event of Bankruptcy and the
borrowing of the Loans and the granting of a security interest
in the Collateral on such day is not being made in contemplation of the
occurrence thereof.  18
 (q)           Tax
Returns .  The
Borrower has timely filed all federal, state, local and other tax returns
required by law to have been filed by it, and has timely paid all taxes and
governmental charges owed by it, except for those contested in good faith by
appropriate actions and with respect to which adequate reserves have been set
aside in accordance with GAAP.
  (r)           Investors in
Borrower .  The
sole owner of membership interests in the Borrower as of the date of this
Agreement is MPIC.
  Section
2.2.          Representations and
Warranties of Servicer .
  ECCU, as
Servicer, represents and warrants to the Lender and the Agent on and as of the
initial Borrowing and as of each subsequent Borrowing Date, that:
  (a)           Company Existence and
Power .  The
Servicer is duly organized, validly existing and in good standing under the laws
of the State of California.  The Servicer has all limited liability
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.
  (b)           Due
Qualification .  The
Servicer is duly qualified to do business as a foreign company 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)           Corporate and Governmental
Authorization; Non-Contravention .  The
execution, delivery and performance by the Servicer of this Agreement and the
other Transaction Documents to which it is a party are within the Servicer’s
company powers, have been duly authorized by all necessary action, require no
action by or in respect of, or filing with, any Official Body or official, 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 Servicer, (iii)
the organizational documents, of the Servicer, (iv) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Servicer, 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 Servicer or any of its Subsidiaries
(except as contemplated by the Transaction Documents).
  (d)           Binding
Effect .  This
Agreement and the other Transaction Documents to which the Servicer is a party
constitute the legal, valid and binding obligations of the Servicer, enforceable
against the Servicer in accordance with their respective terms, subject
to the effect of bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally.
  19
 (e)           Accuracy of
Information .  All
information heretofore furnished in writing by the Servicer to the Lender or the
Agent for purposes of or in connection with this Agreement or any other
Transaction Document or any transaction contemplated hereby or thereby is, and
all such information hereafter furnished in writing by the Servicer to the
Lender or the Agent will be, true and accurate in every material respect, as of
the date specified therein.
  (f)           Actions,
Suits .  There
are no actions, suits or proceedings pending, or to the knowledge of the
Servicer threatened, against or affecting the Servicer or its Subsidiaries 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 any other Transaction Document to which the
Servicer is a party or seek to prevent the consummation of the transactions
contemplated hereby or thereby.
  (g)           Credit and Collection
Policy .  The
Servicer has complied in all material respects with the Credit and Collection
Policy in regard to each Mortgage Loan and the Related Security.  The
Servicer has not extended or modified in any respect the terms of any Mortgage
Loan or the Related Security except in accordance with the Credit and Collection
Policy.
  (h)           No Servicer Termination
Event .  No
Servicer Termination Event has occurred and is continuing on the applicable
Borrowing Date.
  (i)           ERISA .  With
respect to the initial Servicer and its ERISA Affiliates, there
is:  (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 Servicer, 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.
  (j)           Accounts .  The
Servicer has not entered into any agreement with any Person granting to such
Person an interest in, or rights to, the Custody Account, other than this
Agreement for the benefit of the Agent.  With respect to the Master
Lockbox Account at all times on and after the creation thereof, the Servicer has
not granted any interest in the Master Lockbox Account to any Person, other than
as set forth in the Intercreditor
Agreement, as applicable, and Agent has control of its respective portion, as
set forth in the Account Control Agreement and the Intercreditor Agreement, if
applicable, of the Master Lockbox Account and the Collections and Collateral
held therein.
  20
 (k)           Mortgage File
Complete .  The
Servicer has delivered to the Custodian a Mortgage File pertaining to each
Mortgage Loan and such Mortgage File contains, without limitation, each of the
items described in the definition of “Mortgage File” and, with respect to each
document contained therein, each form has been correctly prepared in all
material respects.
  (l)           Tax
Returns .  The
Servicer has timely filed all federal, state, local and other tax returns
required by law to have been filed by it, and has timely paid all taxes and
governmental charges owed by it, except for those contested in good faith by
appropriate actions and with respect to which adequate reserves have been set
aside in accordance with GAAP.
  (m)           Eligible Mortgage
Loans .  Each
Mortgage Loan included in the Borrowing Base on such Borrowing Date is an
Eligible Mortgage Loan.
  Section
2.3.            Perfection
Representations .  The
Borrower and initial Servicer hereby make to the other parties hereto, the
Perfection Representations.
  Section
2.4.            Representations and
Warranties Regarding the Mortgage Loans .
  (a)           The
Borrower hereby makes to the parties hereto the representations and warranties
set forth on Annex
G hereto.
  (b)           It
is understood and agreed that the representations and warranties set forth in
Article III of the ECCU Mortgage Loan Purchase Agreement and the MPIC Mortgage
Loan Purchase Agreement, respectively, shall survive the conveyance of the
Mortgage Loans to ECCU and the Borrower, respectively, the grant of a security
interest in the Mortgage Loans to the Agent and the delivery of the documents
required to be included in the respective Mortgage Files.
  (c)           Upon
discovery by the Borrower, any Seller, the Servicer, the Custodian, the Lender
or the Agent of a breach of any of the representations and warranties set forth
in Section
2.4(a) hereof, without regard to any limitation set forth therein
concerning the knowledge of the Borrower as to the facts stated therein, the
party discovering such breach shall give prompt written notice to the other
parties.  Within the time frame set forth in the ECCU Mortgage Loan
Purchase Agreement or MPIC Mortgage Loan Purchase Agreement, as applicable, the
Borrower shall cause the applicable Seller to either (i) cure such breach, (ii)
purchase such Mortgage Loan from the Borrower at the Repurchase Amount in
accordance with the terms of the ECCU Mortgage Loan Purchase Agreement or MPIC
Mortgage Loan Purchase Agreement, as applicable or (iii) substitute such
Mortgage Loan with a Qualifying Substitute Mortgage Loan in
accordance with the terms of the ECCU Mortgage Loan Purchase Agreement or MPIC
Mortgage Loan Purchase Agreement, as applicable.
  21
 ARTICLE
III
  COVENANTS
  Section
3.1.           Covenants of the
Borrower .
  At all
times from the date hereof to the date on which this Agreement terminates in
accordance with its terms, unless the Lender and the Agent shall otherwise
consent in writing:
  (a)           Reporting .  The
Borrower will maintain a system of accounting established and administered in
accordance with GAAP and furnish to the Agent (with sufficient copies to be
distributed to the Lender):
  (i)           Compliance
Certificate.  Together with the annual report required to be
delivered pursuant to Section 3.3(j) and
Section 3.1(i),
the Borrower will deliver a compliance certificate in substantially the form of
Annex A hereto
signed by the chief accounting officer, chief financial officer or treasurer of
the Borrower, stating that no Event of Default, Unmatured Event of Default or
Servicer Termination Event exists, or if any Event of Default, Unmatured Event
of Default or Servicer Termination Event exists, stating the nature and status
thereof.
  (ii)           Notice of Event of Default,
Unmatured Event of Default or Servicer Termination Event.  As
soon as practicable, and in any event within five (5) days after a responsible
officer of the Borrower obtains knowledge of the occurrence of each Event of
Default, Unmatured Event of Default or Servicer Termination Event, a statement
of the chief financial officer or chief accounting officer of the Borrower,
setting forth the details of such Event of Default, Unmatured Event of Default
or Servicer Termination Event, and the action which the Borrower or the Servicer
proposes to take with respect thereto.
  (iii)           Other
Information.  Such other information (including non-financial
information, but as to tax returns and other tax filings, only those tax returns
and other tax filings on behalf of the Ministry Parties or any of them) as the
Agent or the Lender may from time to time reasonably request.
  (b)           Conduct of
Business .  The
Borrower will do all things necessary to remain duly organized, validly existing
and in good standing in its respective jurisdiction of formation.  The
Borrower 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.
  22
 (c)           Compliance with
Laws .  The
Borrower 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 Collateral, except where the failure to
so comply does not, and is not reasonably expected to, have a Material Adverse
Effect.
  (d)           Furnishing of
Information .  The
Borrower will furnish to the Agent, as soon as reasonably practicable after
receiving a request therefor, such information with respect to the Collateral as
the Agent or the Lender may reasonably request, including, without limitation,
listings identifying the Outstanding Principal Balance for each Mortgage
Loan.
  (e)           Fulfillment of
Obligations .  The
Borrower 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, the other
Transaction Documents to which it is a party and the Mortgage Loans, will duly
observe and perform all material provisions, covenants and other promises, if
any, required to be observed by it under the Related Security related to the
Mortgage Loans, will do nothing to materially impair the interest of the Agent
(for the benefit of the Secured Parties) in and to the Collateral 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 Mortgage Loans and their creation and
satisfaction.
  (f)           Enforcement .  The
Borrower shall take all commercially reasonably actions necessary and
appropriate to enforce its rights and claims under the ECCU Mortgage Loan
Purchase Agreement and the MPIC Mortgage Loan Purchase Agreement.
  (g)           No Other
Business .  The
Borrower shall engage in no business other than the business contemplated under
its LLC Agreement.
  (h)           Separate
Existence .  The
Borrower shall do (or refrain from doing) all things necessary to maintain its
legal existence separate and apart from MPIC, Servicer and all other Affiliates
of the Borrower.  Without limiting the generality of the foregoing,
the Borrower shall:
  (i)           observe
all company procedures required by its LLC Agreement;
  (ii)           maintain
adequate capitalization to engage in the transactions and activities
contemplated in its LLC Agreement and the other Transaction
Documents;
  (iii)           provide
for the payment of its operating expenses and liabilities from its own
funds;
  23
 (iv)           maintain
an arm’s length relationship with its Affiliates, and shall not (A) lend money
to, or borrow money from, any of its Affiliates or any unaffiliated third party
(other than the Lender) or (B) transact any business, or enter into any
transaction with any of its Affiliates, 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, it being understood that as of
the date of this Agreement, the Borrower has entered into the transactions with
its Affiliates as set forth on Schedule 3.1(h),
which transactions the Borrower and such Affiliates believe to be on
arm’s-length and commercially reasonable terms, and the other parties hereto
agree that such transactions shall be deemed to be on arm’s-length and
commercially reasonable terms;
  (v)           not
(A) perform any of its Affiliates’ duties or obligations, (B) commingle assets
with those of any affiliated or unaffiliated third party, (C) guarantee or
become obligated for the debts of any other affiliated or unaffiliated third
party or hold out its credit as being available to satisfy the obligations of
others, (D) operate or purport to operate as a single integrated entity with
respect to its Affiliates or any affiliated or unaffiliated third party, (E)
endeavor to obtain credit or incur any obligation to any affiliated or
unaffiliated third party based upon the assets or creditworthiness of the other,
(F) acquire obligations or securities of any of its partners, members or
shareholders, (G) pledge its assets for the benefit of any entity (except
pursuant to this Agreement) or (H) fail to correct any known misunderstanding or
misrepresentation with respect to any of the foregoing;
  (vi)           maintain
bank accounts and books of account separate from those of its
Affiliates;
  (vii)           to
the extent it shares its office with any of its Affiliates, maintain separate
records storage space and files in the building they share, and maintain and use
separate business forms;
  (viii)          ensure
that at least one manager of the Borrower shall be an Independent Manager; the
managers of the Borrower shall not approve, or take any other action to cause
the filing of, a voluntary bankruptcy petition with respect to the Borrower or,
to the fullest extent provided by applicable law, the dissolution of the
Borrower unless a unanimous vote of all of the Borrower’s managers (which vote
shall include the affirmative vote of the Independent Manager) shall approve the
taking of such action in writing prior to the taking of such
action;
  (ix)           take
such actions as are necessary to ensure that the Independent Manager shall not
at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate
thereof;
  24
 (x)           take
such actions as are necessary to ensure that any financial statements of MPIC,
the initial Servicer or any Affiliate thereof which are consolidated to include
the Borrower will contain detailed notes clearly stating that (A) all of the
Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate
limited liability company with its own separate creditors that will be entitled
to be satisfied out of the Borrower’s assets prior to any value in the Borrower
becoming available to the Borrower’s equity holders; and the accounting records
and the published financial statements of MPIC and the Servicer will clearly
show that, for accounting purposes, the interests in the Mortgage Loans, have
been sold, conveyed or contributed to the Borrower; and
  (xi)           to
the fullest extent permitted by applicable law, take no action to dissolve
itself, including applying (or consenting to the application) for judicial
dissolution.
  (xii)           The
Borrower 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
letters delivered to Agent in connection herewith.
  (xiii)           Arm’s Length
Relationships.  The Borrower shall maintain an arm’s length
relationship with its Affiliates, including, without limitation, MPIC and ECCU,
and shall not (i) lend money to, or borrow money from, any of its Affiliates or
any unaffiliated third party or (ii) transact any business, or enter into any
transaction with any of its Affiliates, 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, it being understood that as of
the date of this Agreement, Borrower has entered into the transactions with its
Affiliates as set forth on Schedule 3.1(h),
which transactions Borrower, ECCU and such Affiliates believe to be on
arm’s-length and commercially reasonable terms, and the other parties hereto
agree that such transactions shall be deemed to be on arm’s-length and
commercially reasonable terms;
  (i)           Financial
Statements .  Within
180 days after the close of each fiscal year of each of Borrower and MPIC,
Borrower shall deliver to the Agent the consolidated financial statements of
each of Borrower and MPIC, audited by Hutchinson and Bloodgood (or another firm
of independent certified public accountants acceptable to the Agent), together
with a report that such firm has audited such financial statements in accordance
with GAAP, that such firm is independent of the audited entities within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants (“AICPA”), and expressing such firm’s unqualified
opinion thereon, which audited financial statements contain consolidating income
statements and balance sheets showing the Borrower and MPIC
separately.  Within 45 days after the end of each fiscal quarter
of each fiscal year (including the last such fiscal quarter), Borrower shall
deliver to the Agent (i) the balance sheets and related statements of
operations, stockholders’ equity and cash flows of each of Borrower and MPIC (on
a consolidated basis), which contain consolidating income statements and balance
sheet showing MPIC and Borrower separately as of the end or and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of
the previous fiscal year, all certified by the chief financial officer or chief
accounting officer of the respective entity as presenting fairly in all material
respects the financial condition and results of operations of such Persons in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes, and (ii) a compliance certificate, in
substantially the form of Annex A, showing the calculation of the financial
covenants set forth herein, executed by the chief financial officer or chief
accounting officer of Borrower.
  25
 (j)           Actions,
Suits .  Promptly
following receipt of notice thereof, Borrower shall notify the Agent of any
actions, suits or proceedings pending, or to the knowledge of Borrower
threatened, against or affecting the Borrower or its 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 any
other Transaction Document or seek to prevent the consummation of the
transactions contemplated hereby or thereby.
  Section
3.2.            Negative Covenants of the
Borrower .
  At all
times from the date hereof to the date on which this Agreement terminates in
accordance with its terms, unless the Agent and the Lender shall otherwise
consent in writing:
  (a)           Name Change, Offices,
Records and Books of Accounts .  Borrower
shall not change its name, identity or organizational structure or location
(within the meaning of Section 9-307 of the Relevant UCC or other section of
similar content of the Relevant UCC) nor relocate its Chief Executive Office,
its jurisdiction of formation or any office where Records are kept unless,
within thirty (30) days following such change or relocation, it shall have: (i)
given the Agent written notice thereof and (ii) delivered to the Agent all
financing statements, instruments and other documents requested by the Agent in
connection with such change or relocation.
  (b)           Transfers, Liens,
Etc .  Except
for the Adverse Claims of the Agent created by this Agreement and except for
other transfers permitted under this Agreement, the Borrower shall not transfer,
assign (by operation of law or otherwise) or otherwise dispose of, or create or
suffer to exist any Adverse Claim (including, without limitation, the filing of
any financing statement) upon or with respect to the Collateral (or any portion
thereof), or, except with respect to the Master Lockbox, only if such claim
relates to amounts deposited therein not constituting Mortgage Loans, Related
Security, Collections thereon or other Collateral and if subject to an
Intercreditor Agreement, upon or with
respect to any account to which any Collections of any Mortgage Loan are sent,
or assign any right to receive income in respect thereto.  The
Borrower shall not permit to exist, and shall promptly discharge, any lien or
other encumbrance on the Collection Account, the Reserve Account, the Custody
Account or the Master Lockbox Account other than those in favor of Agent for the
benefit of the Secured Parties and, with respect to the Master Lockbox Account,
liens or encumbrances on amounts deposited therein constituting Mortgage Loans,
Related Security, Collections thereon or other Collateral and not subject to an
Intercreditor Agreement.
  26
 (c)           Membership
Interests .  The
sole owner of equity interests in the Borrower as of the date of this Agreement
is MPIC.  The Borrower shall not create any Subsidiary.  The
Borrower shall not pay or make any distributions to any member if, at the time
or as a result of such payment or the making of such distribution, an Event of
Default or an Unmatured Event of Default shall have occurred and be continuing
under this Agreement.  The Borrower shall not make any changes, or
permit any changes to be made, to its redemption policy with respect to its
membership interests without the prior written consent of the
Agent.
  (d)           Amendments to LLC
Agreement .  The
Borrower shall not amend, alter, change or repeal (and shall not permit the
amendment, alteration, change or repeal of) any of Sections 5(c), 7, 8, 9, 15,
19, 20-25, 28, 29 and 30 or Schedule A of its LLC Agreement without the prior
written consent of the Agent.
  (e)           Change to Mortgage Loan
Purchase Agreements .  Borrower
shall not permit to become effective any amendment, supplement, waiver or other
modification to the ECCU Mortgage Loan Purchase Agreement or the MPIC Mortgage
Loan Purchase Agreement without the prior written consent of the Agent and the
Lender.
  (f)           ERISA
Matters .  The
Borrower will not establish any Plan, Multiemployer Plan or Benefit
Plan.
  (g)           Indebtedness .  Except
pursuant to the Transaction Documents and the transactions contemplated therein,
the Borrower shall not incur any indebtedness or any other
liability.
  (h)           Operations .  The
Borrower shall not engage in any business other than the transactions
contemplated by the Transaction Documents.
  (i)           Consolidations, Mergers and
Sales of Assets .  The
Borrower 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.
  (j)           ERISA .  Borrower
shall not (i) engage or permit any ERISA Affiliate to engage in any prohibited
transaction for which an exemption is not available or has not previously been
obtained from the Department of Labor and which is reasonably likely to have a
Material Adverse Effect; (ii) permit to exist any material accumulated funding deficiency,
as defined in Section 302(a) of ERISA and Section 412(a) of the IRC, or material
funding deficiency with respect to any Benefit Plan other than a Multiemployer
Plan; (iii) fail to make any payments which are material in amount to any
Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to
make under the agreement relating to such Multiemployer Plan or any law
pertaining thereto; (iv) terminate any Benefit Plan under circumstances where
the payment of the amount needed to terminate such Benefit Plan is reasonably
likely to have a Material Adverse Effect; or (v) permit to exist any occurrence
of any reportable event described in Title IV of ERISA which is reasonably
likely to have a Material Adverse Effect.
  27
 (k)           Foreclosure .  The
Borrower shall not foreclose (nor shall it permit the Servicer to foreclose) on
any Mortgage Loan, unless it has received a Phase I environmental audit with
respect to the applicable Mortgaged Property and either (i) such audit provides
that, as of the date of such audit, no Hazardous Materials are located on such
Mortgaged Property, no violation of Environmental Laws exists with respect to
such Mortgaged Property and no Phase II environmental audit is recommended with
respect to such Mortgaged Property or (ii) otherwise, (1) the Borrower shall
have adequately remediated such environmental issues (2) Agent shall have
consented to such foreclosure in its sole discretion or (3) Agent shall have
received a Phase II environmental audit confirming that there are no Hazardous
Materials located on such Mortgaged Property and no violation of Environmental
Laws exists with respect to such Mortgaged Property.
  (l)           Accounts .  Borrower
shall not maintain any bank accounts other than the Reserve Account and the
Collection Account.  Borrower shall not change or cause to be changed
or close the Collection Account or the Reserve Account without prior written
consent of the Agent.
  Section
3.3.          Covenants of the
Servicer .
  At all
times from the date hereof to the date on which this Agreement terminates in
accordance with its terms, unless the Agent and the Lender shall otherwise
consent in writing:
  (a)           Notice of Event of Defaults,
Unmatured Event of Defaults or Servicer Termination Events .  As
soon as practicable, and in any event within five (5) days after either the
Servicer obtains knowledge of the occurrence of each Event of Default, Unmatured
Event of Default or Servicer Termination Event, the Servicer will furnish to the
Agent a statement of an executive officer of the Servicer (or an officer
responsible for the duties of the Servicer hereunder with respect to any
successor Servicer) setting forth the details of such Event of Default,
Unmatured Event of Default or Servicer Termination Event, and the action which
the Servicer and/or the Borrower proposes to take with respect
thereto.
  (b)           Conduct of
Business .  The
Servicer will do all things necessary to remain duly organized, validly existing
and in good standing in its jurisdiction of formation.  The Servicer
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.
  28
 (c)           Compliance with
Laws .  The
Servicer 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 Collateral, except where the failure to
so comply does not, and is not reasonably expected to, have a Material Adverse
Effect.
  (d)           Furnishing of
Information .  The
Servicer will furnish to the Agent, as soon as practicable after receiving a
request therefor, such information with respect to the Mortgage Loans as the
Agent or the Lender may reasonably request, including, without limitation,
listings identifying the Outstanding Principal Balance for each Mortgage
Loan.
  (e)           Fulfillment of
Obligations .  The
Servicer 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, the other
Transaction Documents to which it is a party and the Mortgage Loans, will duly
observe and perform all material provisions, covenants and other promises
required to be observed by it, if any, under the Related Security related to the
Mortgage Loans, will do nothing to impair the interest of the Agent (for the
benefit of the Secured Parties) in and to the Collateral (except in accordance
with the Credit and Collection Policy) 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, owed by it in connection with the Mortgage Loans
and their creation and satisfaction.
  (f)           Customer
List .  The
Servicer shall at all times maintain a current list (which may be stored on
magnetic tapes or disks) of all Obligors under contracts related to Mortgage
Loans, including the name, address, telephone number and account number of each
such Obligor.  The Servicer shall deliver or cause to be delivered a
copy of such list to the Agent as soon as practicable following the Agent’s
request, except to the extent that applicable law prohibits the disclosure by
the Servicer of such information.
  (g)           Compliance with Credit and
Collection Policy .  The
Servicer shall comply in all material respects with the Credit and Collection
Policy in regard to each Mortgage Loan and shall not modify such Credit and
Collection Policy in a manner that would materially and adversely impair the
collectibility of the Mortgage Loans without the prior written consent of the
Agent, which consent the Agent may give or withhold in its sole
discretion.  Any modification to the Credit and Collection Policy
allowed hereunder shall be promptly delivered to Agent.
  (h)           Insurance .  The
Servicer shall keep insured by financially sound and reputable insurers all of
its own property of a character usually insured by corporations engaged in the
same or similar business similarly situated against loss or damage of the kinds and
in the amounts customarily insured against by such corporations and carry such
other insurance as is usually carried by such corporations.
  29
 (i)           Modification of
Systems .  The
Servicer agrees, as soon as practicable after the replacement or any material
modification of any operating systems used to make any calculations or reports
hereunder, to give notice of any such replacement or modification to the Agent
and Back-Up Servicer.
  (j)           Certified Public
Accountant’s Report; Financial Statements .  Within
180 days after the close of each fiscal year of the initial Servicer, the
initial Servicer shall deliver to the Agent the consolidated financial
statements of the initial Servicer, audited by Moss Adams LLP (or another firm
of independent certified public accountants acceptable to the Agent), together
with a report that such firm has audited such financial statements in accordance
with GAAP, that such firm is independent of the audited entities within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants (“AICPA”), and expressing such firm’s unqualified
opinion thereon, which audited financial statements contain consolidating income
statements and balance sheets.  Together with the annual financial
statements required to be delivered by the initial Servicer pursuant to this
Section 3.3(j), the initial Servicer will deliver a compliance certificate
substantially in the form of Annex A hereto signed by the chief accounting
officer, chief financial officer or treasurer of the initial Servicer stating
that no Event of Default, Unmatured Event of Default or Servicer Termination
Event exists, or if any Event of Default, Unmatured Event of Default or Servicer
Termination Event exists, stating the nature and status
thereof.  Within 45 days after the end of each fiscal quarter of each
fiscal year (including the last such fiscal quarter), the initial Servicer shall
deliver to the Agent (i) the balance sheets and related statements of
operations, stockholders’ equity and cash flows of initial Servicer (on a
consolidated basis), setting forth in each case in comparative form the figures
for the corresponding period or periods of the previous fiscal year, all
certified by the chief financial officer or chief accounting officer of the
initial Servicer as presenting fairly in all material respects the financial
condition and results of operations of the initial Servicer in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes, and (ii) a compliance certificate showing the calculation
of the financial covenants set forth in the definition of Servicer Termination
Event, executed by the chief financial officer or chief accounting officer of
the initial Servicer.
  (k)           Actions,
Suits .  Promptly
following receipt of notice thereof, the Servicer shall notify the Agent of any
actions, suits or proceedings pending, or to the knowledge of the Servicer
threatened, against or affecting the Servicer or its respective Subsidiaries 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 any other Transaction Document or seek to
prevent the consummation of the transactions contemplated hereby or
thereby.
  30
 (l)           Payments .  The
Servicer shall cause all payments made by (or on behalf of) Obligors that are
made by check to be sent to the Servicer, and the Servicer shall deposit
such payments in the Collection Account within two (2) Business Days of the date
such payment is received.  The Servicer shall cause all payments made
by (or on behalf of) Obligors that are made by ACH Credit, credit card, debit
card or other electronic transfer to be deposited (i) during the Custodial
Period, directly in the Custody Account, with same day wire transfer into the
Collection Account and (ii) at all times thereafter, to the Master Lockbox
Account, with same day wire transfer into the Collection Account.  The
Servicer shall not allow or cause any amounts to be deposited in the Custody
Account or the Collection Account unrelated to the Mortgage Loans sold to
Borrower pursuant to the ECCU Mortgage Loan Purchase Agreement or MPIC Mortgage
Loan Purchase Agreement (other than Participation Payouts).
  (m)           Maintenance of Security
Interests .  The
Servicer shall, in accordance with its customary standards, policies and
procedures, take such steps as are necessary to maintain perfection and priority
of the security interest created hereby for the benefit of the
Agent;
  (n)           Servicer
Reports .  On
or before 10:00 a.m., New York City time, on each Determination Date, the
Servicer shall deliver to the Agent and Back-Up Servicer a Servicer Report
setting forth the calculations and information required therein as of such
Determination Date and such other information as reasonably required by the
Agent.  The Servicer shall deliver to the Agent and Back-Up Servicer a
Borrowing Report with respect to each Borrowing Date.  Together with
the delivery of each Servicer Report, the Servicer will deliver to the Back-Up
Servicer an electronic tape containing the information described on Annex E
hereto.
  (o)           Agreed Upon
Procedures .  With
respect to the initial Servicer, on or before October 31, 2008 and annually
thereafter on or before October 31st of each
year, a report from a firm of independent certified public accountants stating
that such accountants have performed the Agreed Upon Procedures and reporting
the results thereof.
  (p)           Foreclosure .  The
Servicer shall not foreclose on any Mortgage Loan, unless it has received a
Phase I environmental audit with respect to the applicable Mortgaged Property
and either (i) such audit provides that, as of the date of such audit, no
Hazardous Materials are located on such Mortgaged Property, no violation of
Environmental Laws exists with respect to such Mortgaged Property and no Phase
II environmental audit is recommended with respect to such Mortgaged Property or
(ii) otherwise, (1) Lender shall have received a Phase II environmental audit
confirming that there are no Hazardous Materials located on such Mortgaged
Property and no violation of Environmental Laws exists with respect to such
Mortgaged Property, or (2) the Lender shall have consented to such foreclosure,
in its sole discretion.
  31
 (q)           Master Lockbox
Account .  Prior
to the end of the Custodial Period, the Servicer shall establish the Master
Lockbox Account and enter into the Account Control Agreement relating
thereto.
  Section
3.4.           Negative Covenants of the
Servicer .
  At all
times from the date hereof until the date on which this Agreement terminates in
accordance with its terms, unless the Agent and the Lender shall otherwise
consent in writing:
  (a)           Name Change, Offices,
Records and Books of Accounts .  The
Servicer shall not change its name, identity, corporate structure or location
nor relocate its Chief Executive Office, 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 Agent written notice thereof
and (ii) delivered to the Agent all financing statements, instruments and other
documents reasonably requested by the Agent in connection with such change or
relocation.  The initial Servicer shall at all times maintain its
Chief Executive Office and its jurisdiction of incorporation 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 its Chief Executive Office or its
jurisdiction of incorporation to a location which may charge taxes, fees, costs,
expenses or other charges to perfect the interest of the Agent (for the benefit
of the Secured Parties) in the Collateral, it shall pay all taxes, fees, costs,
expenses and other charges associated with perfecting the interest of the Agent
(for the benefit of the Secured Parties) in the Collateral and any other costs
and expenses incurred in order to maintain the enforceability of this Agreement
and the interest of the Agent in the Collateral.
  (b)           Transfers, Liens,
Etc .  Except
for the Adverse Claims of the Borrower created by the Transaction Documents and
except for other transfers permitted under this Agreement and the other
Transaction Documents, the initial Servicer shall not transfer, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to
exist any Adverse Claim (including, without limitation, the filing of any
financing statement) upon or with respect to the Collateral (or any portion
thereof), or upon or with respect to any account to which any Collections of any
Mortgage Loan are sent, or assign any right to receive income in respect
thereto, and any subsequent Servicer shall not transfer, assign (by operation of
law or otherwise) or otherwise dispose of, or to its knowledge create or suffer
to exist any Adverse Claim (including, without limitation, the filing of any
financing statement) upon or with respect to the Collateral (or any portion
thereof), or upon or with respect to any account to which any Collections of any
Mortgage Loan are sent, or assign any right to receive income in respect
thereto.
  (c)           Change in Business or Credit
and Collection Policy .  The
Servicer shall not make any change in the character of its business or in the
Credit and Collection Policy that would be reasonably likely to result in a
Material Adverse Effect.
 32
  (d)           Consolidations, Mergers and
Sales of Assets .  The
initial Servicer 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 the
initial Servicer may (I) merge with another Person if (A)(i) the initial
Servicer is the Person surviving such merger or the Person with whom the initial
Servicer is merged into or consolidated with is an Affiliate of the initial
Servicer and the surviving corporation assumes in writing all duties and
liabilities of the Servicer hereunder and under the other Transaction
Documents, and (ii) the long-term unsecured debt ratings of the surviving Person
shall be at least equal to those of the initial Servicer immediately prior to
such merger or consolidation 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 an Affiliate of the initial Servicer if (A)
such Affiliate assumes in writing all duties and liabilities of the Servicer
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.
  (e)           ERISA .  The
initial Servicer shall not (i) engage or permit any ERISA Affiliate to engage in
any prohibited transaction for which an exemption is not available or has not
previously been obtained from the Department of Labor and which is reasonably
likely to have a Material Adverse Effect; (ii) permit to exist any material
accumulated funding deficiency, as defined in Section 302(a) of ERISA and
Section 412(a) of the IRC, or material funding deficiency with respect to any
Benefit Plan other than a Multiemployer Plan; (iii) fail to make any payments
which are material in amount to any Multiemployer Plan that the Servicer or any
ERISA Affiliate may be required to make under the agreement relating to such
Multiemployer Plan or any law pertaining thereto; (iv) terminate any Benefit
Plan under circumstances where the payment of the amount needed to terminate
such Benefit Plan is reasonably likely to have a Material Adverse Effect; or (v)
permit to exist any occurrence of any reportable event described in Title IV of
ERISA which is reasonably likely to have a Material Adverse Effect.
  (f)           Modifications to Mortgage
Loans .  The
Servicer shall not allow any modifications to be made to an Eligible Mortgage
Loan except for Standard Loan Modifications and Limited Loan
Modifications.
  (g)           Accounts .  Once
the Master Lockbox Account is established by the Servicer, the Servicer shall
not change or cause to be changed or close the Master Lockbox Account without
the prior written consent of the Agent.  No amounts or Collections
deposited in the Master Lockbox Account shall be pledged to any Person (other
than the Agent for the benefit of Secured Parties) unless such pledge does not
include the Mortgage Loans, Related Security or any proceeds thereof and such
Person executes and delivers to the Agent the Intercreditor
Agreement.
  33
 ARTICLE
IV
  EVENTS OF
DEFAULT
  Section
4.1.            Event of Defaults;
Remedies .
  (a)           If
any Event of Default shall occur, the Agent may, by notice to the Borrower (with
a copy to Servicer), declare the Facility Termination Date to have occurred (in
which case the Facility Termination Date shall be deemed to have occurred and
the Loan Balance shall immediately become due and payable); provided that,
automatically (without any requirement for the passage of time or the giving of
notice) upon the
occurrence of any event described in subsection (e) of the
definition of Event of Default or in subsection (d) of the
definition of Seller Event of Default, the Facility Termination Date shall occur
and the Loan Balance shall immediately become due and payable, without
presentment, demand, protest or notice of any kind, all of which are expressly
waived by the Borrower.
  Following
the occurrence and during the continuance of an Event of Default, the Agent may
exercise its rights and remedies under the Collection Account Agreement, the
Reserve Account Agreement and the Account Control Agreement relating to the
Reserve Account, the Collection Account or the Master Lockbox Account, as the
case may be, and as otherwise contemplated herein.
  (b)           In
addition to all rights and remedies under this Agreement or otherwise, the
Lender and the Agent shall have all other rights and remedies provided under the
Relevant UCC and under other applicable laws, which rights shall be
cumulative.  Without limiting the generality of the foregoing, on and
after the occurrence of an Event of Default, the Agent (on behalf of the Secured
Parties) may without being required to give any notice (except as herein
provided or as may be required by mandatory provisions of law), sell the
Collateral or any part thereof in any commercially reasonable manner at public
or private sale, for cash, upon credit or for future delivery, and at such price
or prices as the Agent may deem satisfactory.  The Borrower will
execute and deliver such documents and take such other action as the Agent
reasonably deems necessary or advisable in order that any such sale may be made
in compliance with applicable law. Upon any such sale, the Agent shall have the
right to deliver, assign and transfer to the purchaser thereof the Collateral so
sold. Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of the Borrower which may be waived, and the
Borrower, to the extent permitted by applicable law, hereby specifically waives
all rights of redemption, stay or appraisal which it has or may have under any
law now existing or hereafter adopted.  The Agent, instead of
exercising the power of sale herein conferred upon it, may proceed by a suit or
suits at law or in equity to foreclose the security interests in the Collateral
and sell the Collateral, or any portion thereof, under a judgment or decree of a
court or courts of competent jurisdiction.
  (c)           In
furtherance of the rights, powers and remedies of the Agent during the
continuance of an Event of Default, the Borrower hereby irrevocably appoints the
Agent its true and lawful attorney, with full power of substitution, in the name
of the Borrower, or otherwise, for the sole use and benefit of the Agent (for
the further benefit of the Secured Parties), but at the Borrower’s expense, to
the extent permitted by law and subject to the last sentence of the immediately
preceding subsection, to exercise, at any time and from time to time during the
continuance of an Event of Default, all or any of the following powers with
respect to all or any of the Collateral:
  34
 (i)           to
demand, sue for, collect, receive and give acquittance for any and all monies
due or to become due thereon or by virtue thereof,
  (ii)           to
settle, compromise, compound, prosecute or defend any action or proceeding with
respect thereto,
  (iii)           to
sell, transfer, assign or otherwise deal in or with the Collateral or the
proceeds or avails thereof, as fully and effectually as if the Agent were the
absolute owner thereof, and
  (iv)           to
extend the time of payment of any or all thereof and to make any allowance and
other adjustments with reference thereto;
  provided that the
Agent shall give the Borrower at least ten (10) days’ prior written notice of
the time and place of any public sale or the time after which any private sale
or other intended disposition of any of the Borrower is to be
made.  The Borrower agrees that such notice constitutes “reasonable
notification” within the meaning of Section 9-611 (or other section of similar
content) of the Relevant UCC.
  (d)           Notwithstanding
anything to the contrary contained in this Agreement, if at any time the rights,
powers and privileges of the Agent following the occurrence of an Event of
Default conflict (or are inconsistent) with the rights and obligations of the
initial Servicer, the rights, powers and privileges of the Agent shall supersede
the rights and obligations of the initial Servicer to the extent of such
conflict (or inconsistency), with the express intent of maximizing the rights,
powers and privileges of the Agent following the occurrence of an Event of
Default.
  (e)           The
parties hereto acknowledge that this Agreement is, and is intended to be, a
contract to extend financial accommodations to the Borrower within the meaning
of Section 365(e)(2)(B) of the Federal Bankruptcy Code (11 U.S.C. §
365(e)(2)(B)) (or any amended or successor provision thereof or any amended or
successor code).
  (f)           Notwithstanding
anything herein to the contrary, if an Event of Default occurs (other than the
occurrence of any event described in subsection (e) of the
definitions of Event of Default or in subsection (d) of the
definition of Seller Event of Default), the Agent hereby agrees that the Agent
shall notify ECCU in writing of its desire to foreclose on any of the Collateral
and further agrees that ECCU shall have five (5) Business Days (during which
time the Agent shall not take any action toward foreclosure of any Collateral)
to deliver to Agent a written notice (a “Purchase Notice”)
that it shall purchase such Collateral, setting forth the terms of such purchase
with a proposed purchase price equal to or exceeding the greater of (i) the fair
market value of such Collateral, and (ii) the Obligations.  The Agent
further agrees that in the event that ECCU delivers such Purchase Notice, the
Agent will not take any action toward foreclosure for a period of five (5)
Business Days after Agent’s receipt of such Purchase Notice.  In the
event that ECCU is not prepared to or does not purchase the Collateral within
five (5) Business Days of Agent’s receipt of a Purchase Notice at a price that
is equal to or exceeds the then existing Obligations, then Agent may continue
with foreclosing on the Collateral and ECCU shall no longer have any right to
purchase the Collateral
pursuant to such Purchase Notice.  The immediately preceding sentence
shall in no way prohibit ECCU from purchasing the Collateral at a public
sale.
  35
 ARTICLE
V
  INDEMNIFICATION
  Section
5.1.            Indemnities by the
Borrower .
  Borrower
agrees to indemnify Agent, the Lender, each Liquidity Provider, each Program
Support Provider, the Custodian, the Servicer, the Account Bank or the Back-Up
Servicer or any of their respective Affiliates, employees, agents, successors,
transferees, officers, directors, representatives or  permitted
assigns (the “Indemnified
Parties”), 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 (in whole or in part) may be imposed on, incurred by, or
asserted against such Indemnified Party growing out of, resulting from or in any
other way associated with any of the Collateral, the Transaction Documents and
the transactions and events (including the enforcement or defense thereof) at
any time associated therewith or contemplated therein (whether arising in
contract or in tort or otherwise).  Among other things, the foregoing
indemnification covers all liabilities and costs incurred by any Indemnified
Party related to any breach of a Transaction Document by Borrower, MPIC or
ECCU.
  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 (i)
is proximately caused by 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 (including Borrower or any of its Affiliates)
ever alleges such gross negligence or willful misconduct 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 or willful
misconduct.  As used in this section the term “Indemnified Party”
shall refer not only to each Person designated as such herein but also to each
director, officer, agent, trustee, attorney, employee, representative and
Affiliate of or for such Person.
  36
 The
indemnity payments due from Borrower pursuant to this Section 5.1 shall
only be payable to the extent that there are sufficient funds to make such
payment in accordance with the priorities set forth in Section
1.4.  Any amount which the Borrower does not pay pursuant to
the operation of the preceding sentence shall not constitute a claim (as defined
in §101 of the Bankruptcy Code) against or company obligation of the Borrower
for any such insufficiency unless and until the Borrower has sufficient funds to
pay such claims in accordance with Section
1.4.
  Section
5.2.            Indemnities by the
Servicer .
  Without
limiting any other rights that the Agent, the Lender or any other Indemnified
Party may have hereunder or under applicable law, the Servicer hereby agrees to
indemnify each Indemnified Party not the Servicer, from and against any and all
Damages awarded against or incurred by any of them arising out of or as a result
of: (a) the failure of any information contained in a Servicer Report to be true
and correct, or the failure of any other information provided to the Lender or
the Agent by, or on behalf of, the Servicer to be true and correct, (b) the
failure of any representation, warranty or statement made by the Servicer (or
any of its officers) under or in connection with this Agreement to have been
true and correct as of the date made or deemed made in all respects when made,
(c) the failure by the Servicer to comply with any applicable law, rule or
regulation with respect to the servicing or collecting of any Mortgage Loan, the
Related Security or the related documents, instruments and agreements in the
related Mortgage File with respect to the Servicer’s servicing or collecting of
the Mortgage Loans, (d) any dispute, claim, offset or defense of any Obligor
related to the collection activities of the Servicer with respect to any
Mortgage Loan, which activities are in violation any law, rule or regulation or
the related Mortgage or Mortgage Note, or (e) any failure of the Servicer to
perform its duties or obligations in accordance with the provisions of any
Transaction Document; provided, however the Servicer
shall not be liable so long as it is acting consistently with the Credit and
Collection Policy and in a commercially reasonable manner and provided further
that the Servicer shall not indemnify any Indemnified Party to the extent such
acts or omissions were attributable to the fraud, gross negligence, breach of
fiduciary duty, willful misconduct or material breach of this Agreement or any
other Transaction Document on the part of any Indemnified Party.  Any
indemnification pursuant to this Section 5.2 shall be
payable only from the assets of the Servicer and shall be payable within ten
(10) days after demand.
  37
 Notwithstanding
anything herein to the contrary, the indemnification obligations of Lyon or any
other successor Servicer, upon becoming the successor Servicer hereunder, are
expressly limited to those instances of gross negligence or willful misconduct
of such successor Servicer.  Under no circumstances will any successor
Servicer be liable for indirect, special, consequential or incidental
damages.
  ARTICLE
VI
 ADMINISTRATION AND
COLLECTIONS
  Section
6.1.           Appointment of the
Servicer .
  (a)           The
servicing, administration and collection of the Mortgage Loans shall be
conducted by the Person so designated from time to time as the Servicer in
accordance with this Section 6.1.  ECCU
is hereby designated as the Servicer until the Agent gives notice to ECCU (in
accordance with this Section) upon the occurrence and during the continuance of
a Servicer Termination Event of the designation of a new
Servicer.  Upon the occurrence and during the continuance of a
Servicer Termination Event, the Agent may designate as Servicer any Person
(including the Back-Up Servicer or itself) to succeed ECCU or any successor
Servicer, on the condition in each case that any such Person so designated shall
agree to perform the duties and obligations of the Servicer pursuant to the
terms hereof.
  (b)           Upon
the designation of a successor Servicer as set forth in clause (a), ECCU
agrees that it will terminate its activities as Servicer hereunder in a manner
that the Agent or the successor Servicer reasonably determines will facilitate
the transition of the performance of such activities to the new Servicer, and
ECCU shall cooperate with and assist such new Servicer.  Servicer,
within ten (10) Business Days after receiving a notice pursuant to Section 6.1(a),
shall, at Servicer’s sole expense, (x) deliver to the Agent (or its designated
agent) or a successor Servicer, as the case may be, (i) a schedule of the
Mortgage Loans indicating as to each such Mortgage Loan information as to the
related Mortgagor and any other Obligor, the Outstanding Principal Balance of
each Mortgage Loan as of such date and the location of the Mortgage Note,
Mortgage and Records with respect to such Mortgage Loan, together with such
other information as the Agent or a successor Servicer may reasonably request,
and (ii) all Mortgage Notes and Mortgages evidencing payment obligations with
respect to, or otherwise related to, any Mortgage Loans that are in its
possession, if any, duly endorsed, and all evidence of such Mortgage Loans and
such other Records related thereto (including, without limitation, true copies
of any computer tapes and data in computer memories) in Servicer’s possession or
under its control, and (y) permit the Agent (or its designated agent) access to
Servicer’s files and other Records with respect to the Mortgage Loans, the other
Collateral and the collection and servicing thereof in order to effect an
orderly transfer, in each case as the Agent may reasonably deem necessary to
enable it to protect and enforce its rights (on behalf of the Secured Parties)
in and to the Collateral.  If at any time ECCU shall be terminated as
Servicer hereunder, ECCU will cause to be deposited into the Collection Account
forthwith upon receipt and in the exact form received, all Collections (properly
endorsed, where required, so that such items may be collected by the Agent (or
its designated agent) or the successor Servicer) on account of the Mortgage
Loans that are received by ECCU.
  38
 (c)           Each
of the Borrower and ECCU agrees that in the event ECCU shall be terminated as
Servicer hereunder, Borrower or ECCU will reimburse Lyon, the Agent and the
Lender for all reasonable out-of-pocket expenses (including, without limitation,
reasonable attorneys’ and accountants’ and other third parties’ fees and
expenses, expenses incurred by Lyon, the Agent or the Lender, as the case may
be, expenses of litigation or preparation therefor, and expenses of audits and
visits to the offices of the Borrower, MPIC and ECCU) incurred by Lyon or the
Agent, in connection with and following the transfer of functions following the
termination of ECCU as Servicer.
  (d)           At
any time, and from time to time following the termination of ECCU as Servicer or
the occurrence and during the continuation of an Event of Default, ECCU shall
permit, upon reasonable notice during regular business hours such Persons as the
Agent may designate to open and inspect all mail received by ECCU at any of its
offices reasonably expected to contain Collections or other information related
to the Mortgage Loans, and to remove therefrom any and all Collections or other
correspondence from Obligors or ECCU in respect of Mortgage
Loans.  The Agent shall be entitled to notify the Mortgagors and all
other Obligors of Mortgage Loans to make payments directly to the Agent (or its
designee) of amounts due thereunder at any time and from time to time following
(i) the occurrence and during the continuation of an Event of Default or (ii)
the termination of ECCU as Servicer.
  (e)           ECCU
acknowledges that, in making its decision to execute and deliver this Agreement,
the Agent and the Lender have relied on ECCU’s agreement to act as Servicer
hereunder.  Accordingly, ECCU agrees that it will not voluntarily
resign as Servicer, unless required by law as set forth in an opinion of counsel
delivered to the Agent.  No such resignation shall become effective
until the Agent or a successor Servicer shall (i) have taken the actions
required by Section
6.1 to effect the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the delivery of the files
relating to the Mortgage Loans, and the related accounts and records maintained
by the Servicer, and (ii) have assumed the responsibilities and obligations of
ECCU hereunder in writing in accordance with Section
6.1(a).
  (f)           The
Servicer may delegate its duties and obligations hereunder to any other Person
(each a “Designated
Sub-Servicer”); provided, that, in each such delegation:  (i)
such Designated Sub-Servicer’s duties and obligations will not be inconsistent
with the terms hereof, (ii) the Servicer shall remain primarily liable for the
performance of the duties and obligations so delegated, (iii) the Borrower, the
Agent and the Lender shall have the right to look solely to the Servicer for
performance, and (iv) the terms of any agreement with any Designated
Sub-Servicer shall provide that the Agent may terminate such agreement upon the
termination of the Servicer hereunder by giving notice of its desire to
terminate such agreement to the Servicer (and the Servicer shall provide
appropriate notice to each such Designated Sub-Servicer); provided, however, that if any
such delegation is to any Person other than an Affiliate of Servicer, the Agent
shall have consented in writing in advance to such delegation, which consent
shall not be unreasonably withheld.
  39
 (g)           Servicer
agrees that it:  (i) does not hold, and will not hold, by virtue of
its appointment as Servicer, any Lien on the Collateral and (ii) irrevocably
waives its right to offset any and all amounts due to it or for its account from
any party thereto, or from any Affiliate thereof, against the Mortgage Loans and
any other Related Security.
  (h)           Upon
designation or appointment of any successor Servicer, such successor Servicer is
authorized to accept and rely on all accounting records (including computer
records) and work product of the prior Servicer hereunder relating to the
Mortgage Loans without any audit or other
examination.  Notwithstanding anything contained in this Agreement to
the contrary, no successor Servicer is responsible for the accounting, records
(including computer records) and work of any prior Servicer relating to the
Collateral (collectively, the “Predecessor Servicer Work
Product”).  If any error, inaccuracy, omission or incorrect or
non-standard practice or procedure (collectively “Errors”) exist in any
Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or materially contribute to a successor
Servicer making or continuing any Errors (collectively, “Continued Errors”),
such successor Servicer shall have no liability for such Continued Errors;
provided, however, that such successor Servicer shall use its best efforts to
prevent Continued Errors.  In the event that any successor Servicer
becomes aware of Errors or Continued Errors, it shall, with the prior consent of
Agent, use its best efforts to reconstruct and reconcile such data as is
commercially reasonable to correct such Errors and Continued Errors and to
prevent future Continued Errors.  Each successor Servicer shall be
entitled to recover its costs thereby expended pursuant to Section 1.4
hereof.
  Section
6.2.           Duties of the
Servicer .
  (a)           The
Servicer shall conduct the servicing administration and collection of the
Mortgage Loans and shall take, or cause to be taken, all such action as may be
necessary or advisable to service administer and collect, on behalf of Borrower
and as the Borrower's agent, each Mortgage Loan from time to time, all in
accordance with this Agreement and all applicable laws, rules and regulations,
with reasonable care and diligence, with no less degree of skill, care,
standards and diligence that it applies to other Mortgage Loans owned or
serviced by it and in accordance with the Credit and Collection Policy (the
“Servicing
Standard”).  The Servicer shall distribute, for the benefit of
the Borrower and the Lender, the amount of the Collections to which each is
entitled in accordance with Article
I.  The Servicer shall, to the full extent permitted by law,
have the power and authority, on behalf of the Borrower and the Lender, to make
Limited Loan Modifications and Standard Loan Modifications in respect of any
Mortgage Loan as the Servicer may deem advisable; (i) provided, however, that the
Servicer may not under any circumstances compromise, rescind, cancel, adjust or
modify (including by extension of time for payment or granting any discounts,
allowances or credits) the Outstanding Balance of any Mortgage Loan, except with
the prior written consent of the Lender in accordance with the Credit and
Collection Policy and; (ii) and provided, further, however, that the
Servicer may not under any circumstances reduce or cancel the Outstanding
Balance of a Mortgage Loan as a result of any forgiveness or adjustment
by the Servicer (whether or not granted or made in accordance with the Credit
and Collection Policy) or as a result of any cash discount by the Servicer
(whether or not granted or made in accordance with the Credit and Collection
Policy).  The Servicer shall deliver the Mortgage Files relating to
each Mortgage Loan to the Custodian in accordance with the terms of the
Custodial Agreement and the other Transaction Documents.  The Servicer
shall keep any Records and other documents, instruments or agreements not
required to be delivered to the Custodian or otherwise allowed to be in its
possession in accordance with the terms of the Transaction Documents in a
fire-resistant file room and will place an appropriate code or notation in its
Records to indicate that the Agent (for the benefit of the Secured Parties) has
a first priority security interest in each and every Mortgage Loan.
  40
 (b)           The
duties of the Servicer (the “Servicing Duties”),
as the Borrower’s agent, shall include, without limitation, in a manner
consistent with the Servicing Standard:
  (i)           preparing
and submitting of claims to, and post-billing liaison with, Obligors on Mortgage
Loans;
  (ii)           maintaining
all necessary servicing records with respect to the Mortgage Loans and providing
such reports to the Borrower, the Agent and each Lender in respect of the
servicing of the Mortgage Loans (including information relating to its
performance under this Agreement) as may be required hereunder or as the
Borrower, the Agent and each Lender may reasonably request;
  (iii)           maintaining
and implementing administrative and operating procedures and keeping and
maintaining all documents, books, records and other information reasonably
necessary or advisable for the collection of the Mortgage Loans, each in
accordance with Section 6.9; provided that any successor
Servicer shall only be required to re-create the servicing records and related
Mortgage Files of each prior Servicer to the extent such records have been
delivered to it in a format reasonably acceptable to such successor
Servicer;
  (iv)           promptly
delivering to the Borrower, the Agent, the Lender, and the Back-Up Servicer,
from time to time, such information, Mortgage Files and other servicing records
(including information relating to its performance under this Agreement) as the
Borrower, the Agent, the Lender and the Back-Up Servicer may from time to time
reasonably request;
  41
 (v)           identifying
each Mortgage Loan clearly and unambiguously in its files and records to reflect
that such Mortgage Loan is owned by the Borrower and pledged to the
Lender;
  (vi)           complying
in all material respects with the Credit and Collection Policy in regard to each
Mortgage Loan;
  (vii)           complying
in all material respects with all applicable laws with respect to it, its
business and properties and all Mortgage Loans and Collections with respect
thereto;
  (viii)                      preserving
and maintaining its existence, rights, licenses, franchises and privileges as a
corporation in the jurisdiction of its organization, and qualifying and
remaining qualified in good standing as a foreign corporation and qualifying to
and remaining authorized and licensed to perform obligations as Servicer
(including enforcement of collection of Mortgage Loans on behalf of the
Borrower, the Agent and the Lender) in each jurisdiction where the failure to
preserve and maintain such existence, rights, franchises, privileges and
qualification would materially adversely affect (A) the rights or interests of
the Borrower, the Agent and the Lender in the Mortgage Loans, (B) the
collectibility of any Mortgage Loan, or (C) the ability of the Servicer to
perform its obligations hereunder;
  (ix)           notifying
the Borrower, the Agent and the Lender of any material action, suit, proceeding,
dispute, offset deduction, defense or counterclaim that (1) is or is
threatened to be asserted by an Obligor with respect to any Mortgage Loan; or
(2) would reasonably be expected to have a Material Adverse Effect;
and
  (x)           taking
all steps directly or indirectly related to servicing mortgage loans similar to
the Mortgage Loans including, but not limited to, collections, protection of the
Mortgaged Property, liquidations, foreclosures, modifications (subject to the
limitations set forth herein) and partial and full releases.
  (c)           The
Borrower and Servicer hereby acknowledge that none of the Agent or the Lender
shall have any obligation or liability with respect to any Mortgage Loans, nor
shall any of them be obligated to perform any of the obligations of the Servicer
hereunder.
  Section
6.3.            Servicer
Advances .
  The
Servicer may, but shall not be required to, withdraw funds from its own account
from time to time in an amount necessary to ensure that all scheduled payments
of interest then due and payable on the Mortgage Loans are fully paid thereon
(but only to the extent that, in the good faith judgment of the Servicer, such
amount would be ultimately recoverable from Collections on the Mortgage Loan for
which such advance was made or is proposed to be made).  Additionally,
with respect to those Mortgage Loans that pay interest less frequently than once
per month, the Servicer may, but shall not be
required to, withdraw funds from its own account from time to time in an amount
equal to the amount of accrued interest as of the related Settlement Date on
such Mortgage Loans (but only to the extent that, in the good faith judgment of
the Servicer, such amount would be ultimately recoverable from Collections on
the Mortgage Loan for which such advance was made or is proposed to be
made).  All Servicer Advances shall be deposited by the Servicer into
the Collection Account on or prior to the related Servicer Advance Date
thereon.
  42


Section
6.4.            Maintenance of
Accounts .
  (a)           At
no time shall the Servicer commingle any of its property with any property of
the Borrower, including the Collateral, or maintain its assets in such a manner
that it is costly or difficult to segregate, ascertain or identify its assets
from those of any other Person.   The Borrower and the Servicer
each agree that the Agent has exclusive control of the proceeds (including
Collections) of all Mortgage Loans, and the Borrower hereby further agrees to
take any other action that the Agent may reasonably request to evidence such
control and any proceeds of Mortgage Loans received by the Borrower or the
Servicer shall be sent immediately to the Collection Account.
  (b)           On
or prior to the Closing Date, a segregated trust account (account number [request
for confidential treatment]held and established by the Account Bank)
shall be established in the name of the Borrower and under the sole dominion and
control of the Agent for the benefit of the Secured Parties (the “Collection Account”)
pursuant to the Collection Account Agreement.  All amounts deposited
into the Collection Account shall be held by the Account Bank in trust for the
benefit of the Secured Parties in accordance with the terms and provisions of
this Agreement and the other Transaction Documents, and the Account Bank shall
not commingle any funds on deposit in the Collection Account with any funds held
by it on its behalf or on behalf of any other Person.
  (c)           On
or prior to the Closing Date, a segregated trust account (account number [request
for confidential treatment]held and established by the Account Bank)
shall be established in the name of the Borrower and under the sole dominion and
control of the Agent for the benefit of the Secured Parties (the “Reserve Account”)
pursuant to the Reserve Account Agreement.  All amounts deposited to
the Reserve Account shall be held by the Account Bank in trust for the benefit
of the Secured Parties in accordance with the terms and provisions of this
Agreement, and the Account Bank shall not commingle any funds on deposit in the
Reserve Account with any funds held by it on its behalf or on behalf of any
other Person.  The balance in the Reserve Account shall at all times
equal or exceed the Required Reserve Amount.  If on any Settlement
Date, the funds in the Collection Account on such date are insufficient to pay
the amounts set forth in clauses first through tenth of Section 1.4(d) or
clauses first
through ninth
of Section
1.4(e), the Agent shall draw the amount of such remaining deficiency from
the Reserve Account and apply it pursuant to Section 1.4(d) or
(e), as
applicable.
  43
 (d)           Any
amount in the Collection Account or Reserve Account may be invested by the
Account Bank at the direction of the Borrower in Permitted Investments; provided, however, that such
investments shall mature not later than one Business Day prior to the Settlement
Date immediately succeeding the date such Permitted Investments are
made.  All income or other gain from investment of monies deposited in
the Collection Account or Reserve Account shall be deposited in the Collection
Account or Reserve Account immediately upon receipt thereof, and any loss
resulting from Permitted Investments shall be charged to the Collection Account
or Reserve Account, as the case may be.  In no event shall the Account
Bank be liable for any losses on such investments.
  Section
6.5.           Enforcement
Rights .
  (a)           At
any time following the occurrence and during the continuance of an Event of
Default:
  (i)           the
Agent may direct the Mortgagors or any other Obligors that payment of all
amounts payable under any Mortgage Loan is to be made directly to the Agent or
its designee,
  (ii)           the
Agent may instruct the Borrower, MPIC or the Servicer to give notice of the
Agent’s interest in Mortgage Loans to each Obligor, which notice shall direct
that payments be made directly to the Agent or its designee, and the Borrower or
the Servicer, as the case may be, shall give such notice at the expense of the
Borrower; provided, that if the
Borrower, MPIC or the Servicer, as the case may be, fails to so notify each
Mortgagor and other Obligor, the Agent (at the Borrower’s expense) may so notify
the Mortgagors and other Obligors, and
  (iii)           the
Agent may request the Servicer to, and upon such request the Servicer shall: (A)
assemble all of the records necessary or reasonably desirable to collect the
Mortgage Loans, and make the same available to the Agent or its designee at a
place selected by the Agent (or with respect to a successor Servicer, at the
offices of such successor Servicer), and (B) segregate all cash, checks and
other instruments received by it from time to time constituting Collections in a
manner acceptable to the Agent and, promptly upon receipt, remit all such cash,
checks and instruments, duly endorsed or with duly executed instruments of
transfer, to the Agent or its designee.
  (b)           The
Borrower hereby authorizes the Agent, and irrevocably appoints the Agent as its
attorney-in-fact with full power of substitution and with full authority in the
place and stead of the Borrower which appointment is coupled with an interest,
to take any and all steps in the name of the Borrower and on behalf of the
Borrower but only to the extent necessary or reasonably desirable, in the
reasonable determination of the Agent, after the occurrence and during the
continuation of an Event of Default, for the purpose of collecting any and all
amounts or portions thereof due under any and all Collateral, including
endorsing the name of the Borrower on checks and other
instruments representing Collections and enforcing such
Collateral.  Notwithstanding anything to the contrary contained in
this subsection, none of the powers conferred upon such attorney-in-fact
pursuant to the preceding sentence shall subject such attorney-in-fact to any
liability if any action taken by it shall prove to be inadequate or invalid, nor
shall they confer any obligations upon such attorney-in-fact in any manner
whatsoever.
  44
 Section
6.6.            Responsibilities of the
Borrower .
  Anything
herein to the contrary notwithstanding, the Borrower shall:  (i)
perform all of its obligations, if any, under the Mortgage, Mortgage Notes and
all other documents, instruments and agreements related to the Mortgage Loans to
the same extent as if security interests in such Mortgage Loans had not been
granted hereunder or under the other Transaction Documents, and the exercise by
the Agent or the Lender of their respective rights hereunder shall not relieve
the Borrower from such obligations, and (ii) pay when due any taxes, including
any sales taxes, payable in connection with the Mortgage Loans and their
creation and satisfaction (it being understood that such
taxes shall not include Excluded Taxes or taxes which any third party, other
than the Agent or any Secured Party, is responsible for paying).  The
Agent and the Lender shall not have any obligation or liability with respect to
any Collateral, nor shall either of them be obligated to perform any of the
obligations of the Borrower thereunder.
  Section
6.7.             Servicing
Fees .  The
initial Servicer shall be paid a fee (the “Servicing Fee”) equal
to [request
for confidential treatment] per annum on the outstanding balance of the
Eligible Receivables as of the beginning of the applicable Calculation Period,
payable monthly in arrears pursuant to Section 1.4 hereof;
provided, however, that in the event Lyon becomes successor Servicer hereunder,
the fees and expenses of Lyon as successor Servicer shall be as set forth on
Annex I hereto
and provided further, that the Agent shall have the right to approve a Servicing
Fee of up to [request
for confidential treatment] for any other successor
Servicer.
  Section
6.8.             Audits,
Etc .
  (a)           Annually,
but at any time after the occurrence of an Event of Default, during normal
business hours, at the expense of the Borrower (including the reimbursement of
the Agent for its out-of-pocket expenses related to such audit, plus the
auditor’s fees), upon prior notice to the Borrower (and, in the event a
successor Servicer has been appointed, no Event of Default has occurred and is
continuing and Lyon has not caused a Servicer Termination Event, upon five (5)
Business Days’ prior notice to such successor Servicer), the Borrower and the
Servicer shall permit such Person or Persons as the Agent may designate
(including independent accountants) to conduct audits or to visit and inspect
any of the properties of the Borrower, MPIC and/or the Servicer where Records
are located, to examine the Records, internal controls and procedures maintained
by the Borrower, MPIC and/or the Servicer, as the case may be, and take copies
and extracts therefrom, and to discuss the Borrower’s, MPIC’s or the Servicer’s,
as the case may be, affairs with its officers and employees and independent
accountants, provided that such Person or Persons are subject to general
confidentiality agreements or understandings
with the Agent.  If (i) Lyon has been appointed as a successor
Servicer, (ii) no Event of Default has occurred and is continuing, and (iii)
Lyon has not caused a Servicer Termination Event, the audits of Lyon referenced
in this Section
6.8(a) shall be limited to two (2) per calendar year.  Each of
the Borrower and the Servicer hereby authorizes such officers, employees and
independent accountants to discuss with the Agent, the affairs of the Borrower,
MPIC or the Servicer, as the case may be.  Any audit provided for
herein shall be conducted in accordance with the scope that is mutually agreed
upon by the Agent and MPIC, and subject to the Borrower’s, MPIC’s or the
Servicer’s, as the case may be, rules respecting safety and security on its
premises and without materially disrupting operations.  Nothing in
this Section
6.8(a) shall affect the obligation of MPIC or the Servicer to observe any
applicable law prohibiting the disclosure of information regarding the Obligors,
and the failure of MPIC’s or the Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section
6.8(a).
  45
 (b)           Subject
to the limitations set forth herein, the Agent shall have the right to do all
such acts and things as it may deem reasonably necessary to protect the
interests of the Lender, including, without limitation, confirmation and
verification of the existence, amount and status of the Mortgage Loans;
provided, however, that unless an Unmatured Event of Default or an Event of
Default shall have occurred and be continuing, the Agent will not, without
consent of the Borrower, which consent shall not be unreasonably withheld,
contact an Obligor.
  (c)           To
the fullest extent permitted by applicable law, ECCU hereby irrevocably grants
during the term of this Agreement to the Agent (or its designated agent) or the
successor Servicer, if any, an irrevocable power of attorney, with full power of
substitution, coupled with an interest, to take in the name of ECCU all steps
and actions permitted to be taken under this Agreement with respect to the
Collateral which the Agent, in its reasonable discretion, may deem necessary or
advisable to negotiate or otherwise realize on any right of any kind held or
owned by ECCU or transmitted to or received by the Agent or its designated agent
(whether or not from the Borrower or any Obligor) in connection with the
Collateral; provided, however, that such power of attorney may not be exercised
without the prior written consent of ECCU, unless (i) a Servicer Termination
Event shall have occurred and be continuing or (ii) the Servicer fails to
perform any act required hereunder after receiving ten (10) Business Days
written notice of such failure from the Agent and such failure is reasonably
likely to have a Material Adverse Effect.
  Section
6.9.             Maintenance of Writings and
Records .
  The
Servicer will maintain and implement administrative and operating procedures,
including, without limitation, an ability to recreate records evidencing
Mortgage Loans in the event of the destruction of the originals thereof, and
keep and maintain at any location listed on Schedule I, or obtain, as and when
required, all documents, books, records and other information reasonably
necessary or advisable for the collection of all Mortgage Loans (including,
without limitation, records adequate to permit
the daily identification of all Collections of and adjustments to each existing
Mortgage Loan).  The Servicer will give the Agent prompt notice of any
material change in the administrative and operating procedures referred to in
the previous sentence, to the extent such change is likely to have a Material
Adverse Effect.  Servicer shall at its own expense prepare and
maintain the Records in electronically readable form in such format as Servicer
customarily maintains its records; provided, however, that upon
the replacement of Servicer, Servicer shall within fifteen (15) days of such
replacement prepare such Records in such format as may be reasonably required to
permit or facilitate the transfer of such Records to the successor
Servicer.
  46
 Section
6.10.             Information .
  Servicer
will furnish or cause to be furnished to the Agent such additional information
with respect to the Mortgage Loans (including but not limited to, with respect
to the initial Servicer, the initial Servicer’s procedures for selecting
Mortgage Loans for sale and the initial Servicer’s standards and procedures for
granting credit) as the Agent may reasonably request.
  Section
6.11.             Performance of Undertakings
Under the Mortgage Loans .
  The
Servicer, acting on behalf of the Borrower, will at all times observe and
perform, or cause to be observed and performed, all obligations and undertakings
to the Obligors arising in connection with each Mortgage Loan and will not take
any action or cause any action to be taken to impair the rights of the Agent
(for the benefit of the Secured Parties) in or to the Collateral.
  Section
6.12.             Appointment of Back-Up
Servicer .
  Borrower
hereby appoints Lyon as its Back-Up Servicer to: (i) assume the duties of
Servicer in the event that ECCU is removed as Servicer hereunder pursuant to
Section 6.1 and
no other successor Servicer is appointed by Agent after such removal, and (ii)
to perform its duties as Back-Up Servicer as provided in Section
6.13.  Lyon hereby accepts such appointment.  Back-Up
Servicer shall, in performing its duties (other than those provided in Section 6.13 and
except as otherwise specifically set forth in this Agreement) hereunder after
becoming the successor Servicer, comply with all provisions applicable to
Servicer set forth herein or in the other Transaction Documents; provided, however, that the
Back-Up Servicer shall not be liable for (i) any actions of any previous
Servicer, (ii) any obligation to perform any repurchase or advancing
obligations, if any, of the Servicer, (iii) any obligation to pay any taxes
required to be paid by the Servicer, (iv) any obligation to pay any of the fees
and expenses of any other party involved in this transaction and (v) any
liability or obligation with respect to any Servicer indemnification obligations
of any prior Servicer including the original Servicer.  As
compensation therefor, the Back-Up Servicer shall receive the Back-Up Servicing
Fee, and, upon becoming the successor Servicer, shall be entitled to the
Servicing Fees and all other compensation set forth herein and such other
compensation which the Servicer would have been
entitled to receive in connection with this Agreement if the Servicer had
continued to act as Servicer hereunder.
  47
 In the
event Back-Up Servicer becomes the successor Servicer hereunder, the Servicer
agrees to cooperate and use its best efforts in effecting the transition of the
responsibilities and rights of servicing of the Mortgage Loans, including,
without limitation, the delivery to the Back-Up Servicer as successor Servicer
in an orderly and timely fashion of all files and records with respect to the
Mortgage Loans and a computer tape in readable form (consistent with the Monthly
Back-Up Servicing Data) containing all information necessary to enable the
Back-Up Servicer as successor Servicer to service the Mortgage
Loans.  In addition, the Servicer agrees to cooperate and use its best
efforts in providing at the Servicer’s expense the Back-Up Servicer, as
successor Servicer, with reasonable access (including at the premises of the
Servicer) to Servicer’s employees, and any and all of the books, records (in
electronic or other form) or other information reasonably requested by it to
enable the Back-Up Servicer, as successor Servicer, to assume the servicing
functions hereunder and to maintain a list of key servicing personnel and
contact information.
  The
Back-Up Servicer as successor Servicer is authorized and empowered to execute
and deliver, on behalf of the Servicer and the Borrower, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do so or
accomplish all other acts or things necessary or appropriate to effect the
transition of servicing hereunder.
  None of
Back-Up Servicer nor any of its directors, officers, agents or employees, shall
be liable for any action taken or omitted to be taken by it or them hereunder or
in connection herewith in good faith and believed by it or them to be within the
purview of this Agreement, except for its or their own gross negligence or
willful misconduct.  In no event shall Back-Up Servicer or its
directors, officers, agents and employees be held liable for any special,
indirect, punitive or consequential damages resulting from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even if
advised of the possibility of such damages.
  In the
absence of bad faith on the part of Back-Up Servicer (either in its role as
Back-Up Servicer or successor Servicer), Back-Up Servicer may conclusively rely,
as to the truth of the statements and correctness of the opinions expressed
therein, upon any request, instructions, certificate, opinion or other document
furnished to it, reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties and conforming to the requirements
of this Agreement.
  No
successor Servicer shall be responsible for the value, validity, effectiveness,
genuineness, enforceability, perfection or sufficiency of this Agreement or any
of the Collateral except that such successor Servicer, at the request and
expense of the Agent, shall file any continuation statements as may be required
to maintain the perfection of the security interests granted
herein.
  48
 Section
6.13.          Monthly Back-Up Servicing
Data; Inspections by Back-Up Servicer .
  (a)           Each
month the Servicer shall deliver to Back-Up Servicer, on or prior to 10:00 a.m.
(New York City time) on each Determination Date, a computer tape or diskette (or
any other electronic transmission) in a format reasonably acceptable to Back-Up
Servicer containing the cumulative information described on Annex E hereto as of
such Determination Date in respect of the Mortgage Loans and any other
information reasonably necessary for the preparation of the Servicer Report
pursuant to the terms hereof (such information, collectively, the “Monthly Back-Up Servicing
Data”).
  (b)           Back-Up
Servicer shall verify the Servicer’s calculations shown in the Servicer Report
based on the Monthly Back-Up Servicing Data received by it and, provided Back-Up
Servicer has received the Monthly Back-Up Servicing Data on the date specified
in Section
6.13(a) above, on or prior to 10:00 a.m. (New York City time) on the day
that is at least two (2) Business Days prior to the next Settlement Date, or
otherwise within three (3) Business Days of its receipt of the Monthly Back-Up
Servicing Data or the related Servicer Report (whichever is received later),
confirm, by delivery (via facsimile or electronic mail) of a “Servicer Report Verification
Certificate” in substantially the form of Annex H, to Agent
each of the following:  (i) the calculations in the Servicer Report
are correct based on the Monthly Back-Up Servicing Data, and (ii) the amount and
calculation of the distributions to be made on the next Settlement Date pursuant
to Section 1.4
is accurate.  Unless Back-Up Servicer has actual knowledge that the
Monthly Back-Up Servicing Data is incorrect or incomplete, Back-Up Servicer may
conclusively rely on the Monthly Back-Up Servicing Data provided to it in
confirming the accuracy of the Servicer Report.
  (c)           In
the event that there are discrepancies between the Monthly Back-Up Servicing
Data and the information contained in the related Servicer Report, Back-Up
Servicer shall as promptly as practicable upon becoming aware of such
discrepancies, but in no event later than three (3) Business Days of its receipt
of the Monthly Back-Up Servicing Data or the related Servicer Report (whichever
is received later), notify Servicer (with a copy to Agent), and shall work with
Servicer to reconcile such discrepancies prior to the next Settlement
Date.  The effect of any such reconciliation shall promptly be
reflected in the related Servicer Report. If Servicer and Back-Up Servicer are
unable to reconcile any of such discrepancies, the distribution to be made on
the next Settlement Date shall be made based on the calculations made by Back-Up
Servicer, unless otherwise expressly instructed by Agent.
  (d)           Back-Up
Servicer, upon reasonable prior notice to Servicer, may (but is not required to)
inspect and discuss with Servicer the servicing operations of
Servicer.  Servicer shall give Back-Up Servicer and its counsel,
accountants and other representatives reasonable access, during normal business
hours, to all of Servicer’s files, books and records (including computer
records) relating to the Receivables.  The right provided to the
Back-Up Servicer pursuant to this Section 6.13 will not
create a duty or obligation on the part of the Back-Up Servicer.
  49
  Section
6.14.          Limitation on
Liability .
  (a)           The
Back-Up Servicer undertakes to perform only such duties and obligations as are
specifically set forth in this Agreement, it being expressly understood by all
parties hereto that there are no implied duties or obligations of the Back-Up
Servicer hereunder. Without limiting the generality of the foregoing, the
Back-Up Servicer, except as expressly set forth herein, shall have no obligation
to supervise, verify, monitor or administer the performance of the Servicer or
any other party.  Neither the Back-Up Servicer (in its capacity as
Back-Up Servicer or as successor Servicer) nor any of its officers, directors,
employees or agents shall be liable, directly or indirectly, for any damages or
expenses arising out of the services performed under this Agreement other than
damages or expenses that result from the gross negligence or willful misconduct
of it or them or the failure to perform materially in accordance with this
Agreement.
  (b)           The
Back-Up Servicer shall not be liable for any obligation of the Servicer (other
than the Back-Up Servicer’s own obligations in the event it becomes the
successor Servicer) contained in this Agreement or for any errors of the
Servicer or any other party contained in any computer tape, certificate, or
other data or document delivered to the Back-Up Servicer hereunder or on which
the Back-Up Servicer must rely in order to perform its obligations hereunder,
and the Borrower, the Lenders, the Agent and the Back-Up Servicer each agree to
look only to the Servicer to perform such obligations. The Back-Up Servicer
shall have no responsibility and shall not be in default hereunder or incur any
liability for any failure, error, malfunction or any delay in carrying out any
of its duties under this Agreement if such failure or delay results from the
Back-Up Servicer acting in accordance with information prepared or supplied by a
Person other than the Back-Up Servicer or the failure of any such other Person
to prepare or provide such information. The Back-Up Servicer shall have no
responsibility, shall not be in default and shall incur no liability for (i) any
act or failure to act of any third party, including the Servicer or any other
party, (ii) any inaccuracy or omission in a notice or communication received by
the Back-Up Servicer from any third party, (iii) the invalidity or
unenforceability of any Mortgage Loan, (iv) the breach or inaccuracy of any
representation or warranty made with respect to any Mortgage Loan, or (v) the
acts or omissions of any successor Back-Up Servicer.
  (c)           The
Back-Up Servicer may conclusively rely on and shall be fully protected in acting
upon any certificate, instrument, opinion, notice, letter, telegram or other
document delivered to it and that in good faith it reasonably believes to be
genuine and that has been signed by the proper party or parties. The Back-Up
Servicer may rely conclusively on and shall be fully protected in acting upon
(A) the written instructions of any designated officer of the Lender or Agent
and (B) the verbal instructions of the Lender or the Agent.
  50
 (d)           The
Back-Up Servicer may consult counsel satisfactory to it and the advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.
  (e)           The
Back-Up Servicer shall not be obligated to take any legal action hereunder that
might in its judgment involve any expense or liability unless it has been
furnished with an indemnity reasonably satisfactory to it.
  (f)           Notwithstanding
anything else herein to the contrary, in no event shall the Back-Up Servicer be
liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any successor
Servicer to act as successor Servicer under this Agreement and the transactions
set forth or provided for herein.
  (g)           The
Back-Up Servicer may subservice any and all of its duties and responsibilities
hereunder, including but not limited to its duties as successor Servicer
hereunder, should the Back-Up Servicer become the successor Servicer pursuant to
Section 6.1
hereof.
  Section
6.15.           Resignation of the Back-Up
Servicer .
  The
Back-Up Servicer (including the Back-Up Servicer in its capacity as Servicer)
may resign at any time by providing not less than 60 days’ prior written notice
to the Borrower, the Lenders, the Agent and the Rating Agencies; provided,
however, notwithstanding its providing such notice, the Back-Up Servicer shall
continue to act in such capacity until a successor Back-Up Servicer or Servicer,
as the case may be, has been appointed, has agreed to act as Back-Up Servicer or
Servicer, as the case may be, hereunder, and has received all relevant documents
held by the previous Back-Up Servicer or Servicer, as the case may be. In the
event of any such resignation, a replacement Back-Up Servicer or Servicer, as
the case may be, may be appointed by the Borrower.  In the event that
a successor Back-Up Servicer or Servicer, as the case may be, is not appointed
within 60 days following the giving of such notice of resignation, the Back-Up
Servicer may petition a court of competent jurisdiction (at the Borrower’s
expense) to appoint a successor Back-Up Servicer acceptable to the Rating
Agencies and whose regular business consists of acting as the servicer or the
Back-Up Servicer in securitization transactions, as the Back-Up Servicer or
Servicer, as the case may be, hereunder.
  Section
6.16.            Force
Majeure .
  If any of
Lender, Agent, Back-Up Servicer, Account Bank, Custodian or any Servicer is
prevented from fulfilling its obligations hereunder as a result of government
actions, regulations, fires, strikes, accidents, acts of God or other causes
beyond the control of either party, such party’s obligations shall be suspended
for a reasonable time during which such conditions exist.
  51
 ARTICLE
VII
 MISCELLANEOUS
  Section
7.1.            Amendments,
Etc .
  No waiver
of any provision of this Agreement or consent to any departure by (i) the
Borrower and the Servicer therefrom shall be effective unless in writing signed
by the Agent, or (ii) the Lender or the Agent therefrom shall be effective
unless in writing signed by the Borrower and the Servicer; no amendment to this
Agreement shall be effective unless in writing signed by the parties
hereto.  The Borrower will send promptly to the Back-Up Servicer, the
Servicer, the Account Bank and the Custodian a copy of such waiver or
consent.  Each such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which
given.  No failure on the part of the Lender or Agent to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other
right.
  Section
7.2.            Notices,
Etc .
  All
notices and other communications hereunder shall, unless otherwise stated
herein, be in writing (which shall include facsimile communication) and sent or
delivered, to each party hereto, at its address set forth opposite its name on
Schedule 7.2 or
at such other address as shall be designated by such party in a written notice
to the other parties hereto.  Notices and communications by facsimile
shall be effective when sent and receipt has been confirmed, if sent during
business hours on a Business Day (if not sent during business hours on a
Business Day, then on the next Business Day) (and shall be followed by hard copy
sent by first class mail), and notices and communications sent by other means
shall be effective when received.
  Section
7.3.            Assignability .
  (a)           Neither
Borrower or Servicer may assign its rights hereunder or any interest herein
without the prior written consent of the Agent, and Lender may not assign its
rights hereunder or any Loan (or any portion thereof) to any Person without the
prior written consent of Borrower; provided, however,
that
  (i)           Lender
may assign any Loan and/or its rights and obligations hereunder and under the
other Transaction Documents, to any other Person (other than a Person reasonably
identified by the Borrower or the Servicer on its behalf, as a competitor of the
Borrower or any of its Affiliates, unless consented to by the Borrower) proposed
by Lender and consented to by Borrower (such consent not to be unreasonably
withheld); provided, however that on and
after the occurrence and continuation of any Event of Default, the Lender may,
without the consent of the Borrower, assign any Loan and/or its rights hereunder
and under any other Transaction Document, to any Person;
  52
 (ii)           Lender
may assign and grant a security interest in all of Lender’s right, title and
interest in, to and under the Loans, this Agreement and the other Transaction
Documents to any Liquidity Bank, Program Support Provider or any collateral
trustee acting for the benefit of such parties and the holders of the Lender’s
Notes, and any successor in such capacity, to secure Lender’s obligations under
or in connection with the Notes, the Liquidity Agreement, any credit agreement
provided to the Lender by any applicable Program Support Provider, and certain
other obligations of Lender incurred in connection with the funding and
maintenance of the Loans hereunder.
  Within
five Business Days after notice to Borrower of any proposed assignment by Lender
for which Borrower’s consent is required, Borrower agrees to advise the Agent of
its consent or non-consent thereto.  If Borrower does not consent to
such assignment Lender may immediately assign the Loan (or portion thereof) that
was subject to such proposal to BMO, any Liquidity Bank or any Affiliate of BMO
or any Liquidity Bank.
  (b)           This
Agreement and the rights and obligations of the Agent hereunder shall be
assignable, in whole or in part, by the Agent and its successors and assigns to
any Affiliate of BMO or any other Person consented to by Borrower, which consent
shall not be unreasonably withheld or delayed after the Agent has provided the
Borrower with not less than 15 days’ notice of any proposed assignment to any
Person other than an Affiliate of BMO.
  (c)           Without
limiting any other rights that may be available under applicable law, the rights
of the Lender may be enforced through it or by its agents.
  Section
7.4.            No
Proceedings .
  Each of
the Borrower, the Servicer, the Agent, each assignee of the Loans or any
interest therein and each Person which enters into a commitment to purchase the
Loans or interests therein hereby covenants and agrees that it will not
institute against, or join any other Person in instituting against, the Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar
law, for one year and one day after the latest maturing Note issued by the
Lender is paid in full.
  Section
7.5.            Confidentiality .
  (a)           Unless
otherwise required by applicable law or required by any Official Body or
pursuant to legal process, each of the Ministry Parties and the initial Servicer
agrees to maintain the confidentiality of this Agreement and the other
Transaction Documents (and all drafts hereof and thereof) in communications with
third parties and otherwise; provided that this
Agreement and the information contained herein and in the other Transaction
Documents (other than the Fee Agreement) may be disclosed:  (i) to
third parties to the extent such disclosure is made pursuant to a written agreement
of confidentiality, and (ii) to the Ministry Parties’ and the initial Servicer’s
legal counsel, consultants, accountants and auditors if they agree to keep it
confidential.  Unless otherwise required by applicable law, each of
the Agent, the Lender, the Custodian and the Back-Up Servicer agrees to maintain
the confidentiality of all non-public information regarding the Ministry
Parties, the initial Servicer and the Obligors; provided that such
information may be disclosed:  (A) to third parties to the extent such
disclosure is made pursuant to a written agreement of confidentiality in form
and substance reasonably satisfactory to Servicer and is solely for the purposes
contemplated by this Agreement and the other Transaction Documents, (B) to legal
counsel and auditors of the Lender or the Agent if the Agent requests such
Persons to keep such information confidential, (C) to the rating agencies rating
the Notes or the Loans, (D) to any Hedge Counterparty to the extent such
disclosure is made pursuant to a written agreement of confidentiality (provided
that no such written agreement shall be required for disclosure to BMO), (E) to
any placement agent placing the Notes, and any management company, depositary or
administrator of the Lender, (F) to any regulatory authorities having
jurisdiction over ECCU, BMO, the Lender, the Custodian or the Back-Up Servicer
(G) in connection with the enforcement of this Agreement or any other
Transaction Document, and (H) to any Liquidity Provider or any Program Support
Provider.  This Section 7.5 shall
survive termination of this Agreement.
  53
 (b)           Notwithstanding
anything herein to the contrary, each party to the transaction contemplated
hereby (and each Affiliate and person acting on behalf of any such party) agree
that each party (and each employee, representative and other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transaction and all materials of any kind
(including opinions or other tax analyses) that are provided to such party or
such person relating to such tax treatment and tax structure, except to the
extent that such disclosure would violate any applicable federal or state
securities laws.  This authorization is not intended to permit
disclosure of any other information including (without limitation) (i) any
portion of any materials to the extent not related to the tax treatment or tax
structure of the transaction, (ii) the identities of participants or potential
participants in the transaction, (iii) the existence or status of any
negotiations, (iv) any pricing or financial information (except to the extent
such pricing or financial information is related to the tax treatment or tax
structure of the transaction) or (v) any other term or detail not relevant to
the tax treatment or the tax structure of the transaction.
  Section
7.6.            GOVERNING LAW AND
JURISDICTION .
  (a)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF, OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), EXCEPT TO
THE EXTENT THAT THE PERFECTION (OR THE EFFECT OF PERFECTION OR NON-PERFECTION)
OF THE INTERESTS OF THE AGENT IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
  54
 (b)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE LENDER, THE BORROWER, THE SERVICER AND THE AGENT CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH OF THE LENDER, THE BORROWER, THE SERVICER, THE
CUSTODIAN, THE ACCOUNT BANK, THE BACK-UP SERVICER AND THE AGENT IRREVOCABLY
WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO.  THE LENDER, THE BORROWER, THE SERVICER, THE
CUSTODIAN, THE ACCOUNT BANK, THE BACK-UP SERVICER AND THE AGENT EACH WAIVE
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.
  Section
7.7.            Execution in
Counterparts .
  This
Agreement may be executed in any number of 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.
  Section
7.8.            Survival of
Termination .
  The
provisions of Sections
1.7, 1.8, 1.9, 1.10, 5.1, 5.2, 7.4, 7.5, 7.6, and 7.12 shall survive
any termination of this Agreement.
  Section
7.9.            WAIVER OF JURY
TRIAL .
  THE
LENDER, THE BORROWER, THE SERVICER, THE CUSTODIAN, THE ACCOUNT BANK, THE BACK-UP
SERVICER AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE.  THE LENDER, THE BORROWER, THE SERVICER, THE CUSTODIAN, THE
ACCOUNT BANK, THE BACK-UP SERVICER AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM
OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO
FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
  55
 Section
7.10.          Entire
Agreement .
  This
Agreement and the other Transaction Documents embody the entire agreement and
understanding among the Lender, the Ministry Parties, ECCU and the Agent, and
supersedes all prior or contemporaneous agreements and understandings of such
Persons, verbal or written, relating to the subject matter hereof and
thereof.
  Section
7.11.          Headings .
  The
captions and headings of this Agreement and in any Exhibit hereto are for
convenience of reference only and shall not affect the interpretation hereof or
thereof.
  Section
7.12.          Lender’s
Liabilities .
  The
obligations of the Lender under this Agreement and the other Transaction
Documents are solely the corporate obligations of the Lender.  No
recourse shall be had for any obligation or claim arising out of or based upon
any Transaction Document against any stockholder, employee, officer, director or
incorporator of the Lender; provided, however, that this Section 7.12
shall not relieve any such Person of any liability it might otherwise have for
its own gross negligence or willful misconduct.
  Section
7.13.          Patriot
Act .
  The
Lender and the Agent (for itself and not on behalf of the Lender) hereby
notifies the Borrower and the other parties hereto that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow the Lender or the Agent, as applicable, to identity the Borrower
in accordance with the Act.
  [SIGNATURES
BEGIN ON THE FOLLOWING PAGE]
  56
 IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
  MINISTRY
      PARTNERS FUNDING, LLC, as BorrowerBy:_________________________________Name:Title:EVANGELICAL
      CHRISTIAN CREDIT UNION, as ServicerBy:_________________________________Name:Title:
 
  57
 BMO
      CAPITAL MARKETS CORP., as AgentBy:_________________________________Name:  David
      M. PiotrowskiTitle:  Managing
      Director
 
   58
  FAIRWAY FINANCE COMPANY,
      LLC, as
      LenderBy:_________________________________Name:Title:
     
 59
  U.S. BANK NATIONAL
      ASSOCIATION, as
      Account Bank and CustodianBy:_________________________________Name:Title:LYON
      FINANCIAL SERVICES, INC.(d/b/a
      U.S. Bank Portfolio Services),as
      Back-Up ServicerBy:_________________________________Name:Title:
 
  60
 
  EXHIBIT
I
  DEFINITIONS
AND INTERPRETIVE PROVISIONS
  Definitions.
  As used
in the Agreement (including its Exhibits), the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined).  Unless otherwise indicated,
all Section, Annex, Exhibit and Schedule references in this Exhibit are to
Sections of and Annexes, Exhibits and Schedules to the Agreement.
  “Account” means either
of the Reserve Account or Collection Account.
  “Account Bank” means
U.S. Bank National Association, in its role as account bank pursuant to the
Collection Account Agreement and the Reserve Account Agreement.
  “Account Control
Agreement” means an Account Control Agreement between the Master Lockbox
Bank, the Servicer, the Borrower and the Agent in form and substance acceptable
to Agent in its sole discretion, pursuant to which the Agent establishes control
over the Master Lockbox Account.
  “Accrued Facility
Costs” means, at any time, the sum of all accrued and unpaid (i)
Interest, (ii) Non-Usage Fee, (iii) Servicing Fee, (iv) Custodian Fee, (v)
Amortized Cap Premiums, (vi) Back-Up Servicing Fee and (vii) costs and expenses
due from the Borrower (including without limitation, Hedge Breakage Costs), in
each case, at such time.
  “ACH Credit” means
Automated Clearing House Credit.
  “Adverse Claim” means
a lien, security interest or other charge or encumbrance, or any other similar
type of preferential arrangement, it being understood that a lien, security
interest or other charge or encumbrance, or any other similar type of
preferential arrangement, in favor of the Agent or the Lender shall not
constitute an Adverse Claim.
  “Affected Party” or
“Affected
Person” means the Agent, the Lender, any Liquidity Bank, any Program
Support Provider or any of their respective Affiliates.
  “Affiliate” means, as
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by or is under common control with such Person.  For the
purposes of this definition, “control”, when used with respect to any Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the term “controlled” shall have meanings correlative to the
foregoing.  Notwithstanding the foregoing with respect to the Lender,
“Affiliate” means the holder(s) of its capital stock.
  I-1
 “Agent” has the
meaning set forth in the preamble to the Agreement.
  “Agreed Upon
Procedures” means the procedures agreed to by the initial Servicer and
Agent on or before June 30, 2008, (as updated by the initial Servicer and Agent
from time to time) which shall be followed by the accounting firm during its
annual audit of the initial Servicer pursuant to Section
3.3(g).
  “Agreement” has the
meaning set forth in the preamble.
  “Alternate Rate” for
any Settlement Period means an interest rate per annum equal to the Eurodollar
Rate for such Settlement Period plus the applicable
Spread; provided, however, that if a Eurodollar Unavailability Condition occurs,
then the “Alternate Rate” shall be an interest rate per annum equal to the Base
Rate in effect on each day of the related Settlement Period, provided further,
that if  the Agent did not receive notice, by 12:00, noon, Chicago
time on the second Business Day preceding the date such Loan was made pursuant
to Section
1.2(a) of the Agreement, then the "Alternate Rate" for the period from
the date such Loan is made through the date that is the second (2nd)
Business Day following the date such Loan is made, shall be an interest rate per
annum equal to the Base Rate in effect on each such day.
  “Amortized Cap
Premiums” means the aggregate premiums incurred by the Borrower in
connection with the Hedge Transactions entered into with the Hedge Counterparty
that are not paid by the Borrower on the date such Hedge Transaction is
consummated amortized evenly over the average life, expressed in a whole number
of months, of the portion of the Loan Balance related to such Hedge
Transaction.
  [request
for confidential treatment]
  “Appraised Value”
means, (i) the appraised value of the related Mortgaged Property based upon the
appraisal made (based on “as-is”, “stabilized” or “as complete” valuations and
on a “for rent” or “for sale” basis as applicable) by a fee appraiser (a) at the
time of the origination of the related Mortgage Loan, (b) at the time of any
refinancing of such Mortgage Loan or (c) at any more current time, or (ii) for
any property which does not have an appraisal which meets the requirements of
subpart (i) of this definition, the Appraised Value shall be determined from the
value assessed to such property from the related taxing authority or as
otherwise reasonably determined by the Seller in accordance with its Credit
Policy.
  “Assignment of
Mortgage” means, with respect to any Mortgage, an assignment of the
mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to effect the assignment and pledge of the related
Mortgage.
  I-2
 “Attorney Costs” means
and includes all fees and disbursements of any law firm or other external
counsel, all such fees and costs to be reasonable with regard to the services
provided.
  “Back-Up Servicer”
means Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), or
such other back-up servicer as shall be acceptable to the Agent, in its sole
discretion.
  “Back-Up Servicing
Fee” means, for any Calculation Period for which the Back-Up Servicer has
not been appointed as the Servicer, $2,600.00 per month.
  “Bankruptcy Code”
means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et
seq.).
  “Base Rate” means for
any day, the sum of (a) the applicable Spread plus (b) a fluctuating interest
rate per annum as shall be in effect from time to time, which rate shall be at
all times equal to the higher of:
  (i)           the
rate of interest in effect for such day as publicly announced from time to time
by BMO at its branch in Chicago, Illinois, as its “prime commercial rate” for
loans made in the United States.  Such “prime commercial rate” is a
rate set by BMO based upon various factors including BMO’s costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate; and
  (ii)           0.50%
per annum above the latest Federal Funds Rate.
  “Benefit Plan” means,
with respect to any Person, a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) in respect of which such Person or
any ERISA Affiliate of such Person is, or at any time within the immediately
preceding six (6) years was, an “employer” as defined in Section 3(5) of
ERISA.
  “Borrower” has the
meaning set forth in the preamble to the Agreement.
  “Borrowing Base” on
any date means an amount equal to the sum of (I) the lesser of (A) the
difference between (i) the Net Pool Balance as of such date less
(ii) the Minimum Borrower Equity on such date, and (B) the product of (i) the
Net Pool Balance as of such date and (ii) 75.00%, plus
(II) any amounts on deposit in the Collection Account in respect of principal on
the Mortgage Loans, after taking into account any distributions therefrom
pursuant to Section
1.4 if the date of determination is a Settlement Date; provided, however,
if the initial credit enhancement required to obtain an ‘AA’ rating on a term
securitization (whether or not a “AA” rated class of securities is issued) is
more than 20.00%, then the percentage in (I)(B)(ii) will change to be 5% lower
than the advance rate to ‘AA’ in such term securitization.
  I-3
 “Borrowing Base
Deficit” means, on any date, the excess, if any, of (a) the outstanding
Loan Balance, over (b) the lesser of (i) the Borrowing Base, in each case as of
such date, and (ii) the Loan Limit.
  “Borrowing Date” has
the meaning set forth in Section 1.2(b).
  “Borrowing Notice” has
the meaning set forth in Section
1.2(a).
  “Borrowing Report”
means a report, in substantially the form of Annex D to the
Agreement.
  “Business Day” means
any day on which (i) both (A) the Agent at its branch office in Chicago,
Illinois is open for business and (B) commercial banks in New York City, St.
Paul Minnesota, and Boston, Massachusetts are not authorized or required to be
closed for business, and (ii) if this definition of “Business Day” is utilized
in connection with (A) the Eurodollar Rate, dealings are carried out in the
London interbank market and (B) the receipt of Collections by the Servicer or
the Borrower, such day shall end at 3:30 p.m., central standard
time.
  “Calculation Period”
means, as of any Settlement Date, the period consisting of the calendar month
immediately preceding such Settlement Date.  The initial Calculation
Period shall commence on the Closing Date and shall end on November 30,
2007.
  “Change in Control”
means (a) with respect to the Borrower, that at any time, MPIC fails to own,
free and clear of any Adverse Claim, 100% of the outstanding membership
interests in Borrower, on a fully diluted basis, and (b) with respect to MPIC,
(i) that at any time, ECCU shall fail to own, directly or indirectly, free and
clear of any Adverse Claim, at least [request
for confidential treatment] of the equity interests in MPIC on a fully
diluted basis or (ii) the acquisition by any person or group of persons (within
the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) of 50% or more of the voting stock of MPIC on a fully diluted basis,
and (c) with respect to ECCU, the acquisition by any person or group of persons
(within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934,
as amended) of 50% or more of the voting stock of ECCU on a fully diluted
basis.
  “Chief Executive
Office” of a Person means the principal place of business of such
Person.
  “Closing Date” means
October 30, 2007.
  “Collateral” has the
meaning set forth in Section 1.2(c).
  “Collection Account”
means that certain bank account numbered [request
for confidential treatment]maintained at the Account Bank, which is (i)
identified as the “Ministry Partners Funding Collection Account”, (ii) in the
Borrower’s name, (iii) pledged, on a first priority basis to the Agent, for the
benefit of the Secured Parties, pursuant to Section 6.4(e) and
(iv) governed by the Collection Account Agreement.
  I-4
 “Collection Account
Agreement” means that certain Collection Account Agreement, among
Borrower, the Servicer, the Agent and the Account Bank, in form and substance
reasonably satisfactory to the Agent, as the same may be amended, supplemented
or otherwise modified from time to time with the prior written consent of the
Agent.
  “Collections” means,
with respect to any Mortgage Loan, (a) all funds which are received by the
Borrower, the Servicer or a Seller, in payment of any amounts owed in respect of
such Mortgage Loan on and after the applicable Cut-Off Date (including, without
limitation, principal, finance charges, interest and all other charges), or
applied to amounts owed in respect of such Mortgage Loan (including, without
limitation, Insurance Proceeds, Liquidation Proceeds and other Recoveries), (b)
all Collections deemed to have been received pursuant to Section 6.7(b),
(c) all other proceeds of such Mortgage Loan and (d) all amounts received from a
Hedge Counterparty pursuant to any Hedge Agreement.
  “Concentration Limits”
means, as of any date of determination, the concentration limits of the Eligible
Mortgage Loans, which are as follows:
  (i)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans located
in any single state [request
for confidential treatment] shall not exceed the greater of [request
for confidential treatment] Eligible Pool Balance;
  (ii)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans [request
for confidential treatment]shall not exceed the greater of [request
for confidential treatment] of the Eligible Pool Balance;
  (iii)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans [request for
confidential treatment]shall not exceed the greater of [request for
confidential treatment]of the Eligible Pool Balance;
  (iv)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans related
to any single Mortgagor shall not exceed [request for
confidential treatment]of the Eligible Pool Balance;
  (v)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans related
to the five largest Mortgagors (determined by Outstanding Principal Balance of
the Mortgage Loans) shall not exceed the greater of [request for
confidential treatment]of the Eligible Pool Balance;
  (vi)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans related
to the ten largest Mortgagors (determined by Outstanding Principal Balance of
the Mortgage Loans) shall not exceed the greater of [request for
confidential treatment]of the Eligible Pool Balance;
  I-5
 (vii)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans related
to [request
for confidential treatment]shall not exceed [request for
confidential treatment]of the Eligible Pool Balance;
  (viii)          The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans with
Outstanding Principal Balances [request for
confidential treatment]shall not exceed [request for
confidential treatment]of the Eligible Pool Balance;
  (ix)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans that are
[request for
confidential treatment]shall not exceed [request for
confidential treatment]of the Eligible Pool Balance;
  (x)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans that are
subject to a Limited Loan Modification or extension allowed hereunder shall not
exceed [request for
confidential treatment]of the Eligible Pool Balance; and
  (xi)           The
aggregate Outstanding Principal Balance of all Eligible Mortgage Loans that were
[request for
confidential treatment]shall not exceed the greater of [request for
confidential treatment]of the Eligible Pool Balance or [request for
confidential treatment].
  “CP Rate” With respect
to any Settlement Period, means (a) the per annum rate equivalent to
the weighted average of the per annum rates paid or
payable by the Lender from time to time as interest on or otherwise in respect
of those Notes issued by the Lender that are allocated, in whole or in part, by
the Lender’s agent to fund the purchase or maintenance of a Loan during a
Settlement Period as determined by the Lender’s agent and reported to the Agent,
the Borrower and the Servicer, which rates shall include and give effect to the
commissions of placement agents and dealers in respect of such Notes,
incremental carrying costs incurred with respect to such Notes maturing on dates
other than those on which corresponding funds are received by the Lender, and
any other costs associated with the issuance of Notes, in each case to the
extent such commissions and other costs are allocated, in whole or in part, to
such Notes by the Lender’s agent; providedthat if any
component of such rate is a discount rate, in calculating the “CP Rate” for such
Settlement Period, the Lender (or its agent on its behalf) shall for such
component use the rate resulting from converting such discount rate to an
interest bearing equivalent rate per annum; provided further that
notwithstanding anything in this Agreement
or any other Transaction Document to the contrary, the Borrower agrees that any
amounts payable to the Lender in respect of Interest for any Settlement Period
with respect to any Loan funded by the Lender at the CP Rate shall include an
amount equal to the portion of the face amount of the outstanding Notes issued
to fund or maintain such Loan that corresponds to the portion of the proceeds of
such Notes that was used to pay the interest component of maturing Notes issued
to fund or maintain such Loan, to the extent that the Lender had not received
payments of interest in respect of such interest component prior to the maturity
date of such maturing Notes (for purposes of the foregoing, the “interest
component” of promissory notes equals the excess of the face amount thereof over
the net proceeds received by the Lender from the issuance of Notes, except that
if such Notes are issued on an interest-bearing basis its “interest component”
will equal the amount of interest accruing on such Notes through maturity) plus (b) the
applicable Spread.
  I-6
 “CP Rate to LIBOR
Spread” means, at any time, the excess, if any, of (i) the CP Rate over
(ii) LIBOR.
  “Credit and Collection
Policy” means, with respect to the initial Servicer, the initial
Servicer’s credit and collection policies and practices relating to the Mortgage
Loans existing on the date hereof in the form of Annex C hereto, as the same may
from time to time be amended, supplemented or otherwise modified in the ordinary
course of the initial Servicer’s business and in accordance with the Agreement,
and with respect to any successor Servicer, such Person’s collection policies
for loans similar to the Mortgage Loans.
  “Custodial Agreement”
means the Custodial Agreement, dated as of the Closing Date, among the
Custodian, the Agent, the Borrower and the Servicer, as it may be amended,
supplemented or otherwise modified in accordance with its terms.
  “Custodial Period”
means the period from the Closing Date to and including the date that is ninety
(90) days after the Closing Date; provided that, upon the Borrower’s written
request, the Agent may agree to extend such date, in its reasonable
discretion.
  “Custodian” means U.S.
Bank National Association, in its capacity as custodian under the Custodial
Agreement.
  “Custodian Fee” for
any Settlement Date, means the fee set forth in the in a separate fee agreement
between the Custodian and the Borrower dated as of the date hereof.
  “Custody Account”
means account number [request for
confidential treatment] held and established by Servicer in the name of
Servicer and designated by Servicer as a custody account for the benefit of
Borrower, into which all ACH Credits and other electronic payments on the
Mortgage Loans during the Custodial Period are deposited in accordance with the
terms of the Agreement.
  “Cut-off Date” means,
with respect to any Mortgage Loan, the close of business on the last day of the
calendar month immediately preceding the month in which such Mortgage Loan is
purchased by Borrower pursuant to the ECCU Mortgage Loan Purchase Agreement or
MPIC Mortgage Loan Purchase Agreement, as applicable.
  I-7
 “Damages” means any
and all liabilities, losses, costs, claims, damages, penalties and expenses
(other than taxes and indirect, incidental, special, exemplary or consequential
damages), including reasonable Attorney Costs and costs of investigation,
enforcement or litigation.  For avoidance of doubt, in no event shall
the term “Damages” as used herein refer to the loss of any earnings or
profits.
  “Default Ratio” means,
with respect to any Settlement Date, the ratio (expressed as a percentage) of
(i) the aggregate Outstanding Principal Balance of all Mortgage Loans that
became Defaulted Mortgage Loans during the related Calculation Period, minus the aggregate
amount of all Recoveries received during such Calculation Period on Mortgage
Loans that became Defaulted Mortgage Loans in prior Calculation Periods, divided by (ii) the
aggregate Outstanding Principal Balance of all Mortgage Loans as of the first
day of the related Calculation Period, times (iii)
12.
  “Defaulted Mortgage
Loan” means any Mortgage Loan (i) as to which the related Mortgagor
(or any other Obligor thereon) has suffered an Event of Bankruptcy, (ii) which,
consistent with the Credit and Collection Policy, has been written off by the
Servicer or has otherwise been identified by the Servicer as uncollectible,
(iii) as to which any payment, or part thereof, remains unpaid for more
than three (3) calendar months from the original Due Date for such payment or
any extended Due Date in accordance with the Collection Policy and the terms
hereof, exclusive of any Servicer Advances, or (iv) as to which the Servicer has
initiated foreclosure proceedings in accordance with the Credit and Collection
Policy.
  “Deleted Mortgage
Loan” means a Mortgage Loan that is repurchased from the Borrower
pursuant to the terms of the ECCU Mortgage Loan Purchase Agreement or MPIC
Mortgage Loan Purchase Agreement, as applicable, and replaced by one or more
Qualifying Substitute Mortgage Loans.
  “Delinquency Ratio”
means, for any Calculation Period, the ratio (expressed as a percentage) of (i)
the aggregate Outstanding Principal Balance of all Delinquent Mortgage Loans and
all Mortgage Loans with Limited Loan Modifications then in effect measured on
the last day of such Calculation Period divided by
(ii) the aggregate Outstanding Principal Balance of all Mortgage Loans as
of the last day of such Calculation Period.
  “Delinquent Mortgage
Loan” means a Mortgage Loan (other than a Defaulted Mortgage Loan) as to
which all or any portion of a scheduled payment remains unpaid for more than one
(1) calendar month from the Due Date with respect thereto, exclusive of any
Servicer Advances.
  “Denomination” means a
group of religious congregations united under common faith and name and
organized under a single administrative and legal hierarchy which hierarchy (i)
has the right to add, remove, replace or otherwise change the leadership of any
congregation within the group or (ii) owns the property of the
congregations.
  I-8
 “Designated
Sub-Servicer” is defined in Section 6.1(f).
  “Determination Date”
means, with respect to each Settlement Date, the date that is five (5) Business
Days prior to such Settlement Date.
  “Due Date” means, with
respect to a Mortgage Loan, the date on which such Mortgage Loan, or any
periodic payment with respect thereto, shall become due and payable or, if such
day is not a Business Day, the next succeeding Business Day.
  “Early Amortization
Event” means the occurrence of any one or more of the following events or
conditions:
  (a)           the
occurrence of any Event of Default; or
  (b)           the
occurrence of a Material Adverse Effect with respect to Borrower, ECCU or MPIC;
or
  (c)           the
amount on deposit in the Reserve Account as of the close of business on any
Settlement Date shall be less than the Required Reserve Amount; or
  (d)           The
occurrence of any Servicer Termination Event pursuant to clauses (o) or (q) of
the definition thereof.
  “ECCU” is defined in
the preamble.
  “ECCU Mortgage Loan Purchase
Agreement” means the Mortgage Loan Purchase Agreement, dated as of the
date hereof, among the Borrower, as purchaser, and ECCU, as seller.
  “Eligible Mortgage
Loan” means a Mortgage Loan:
  (i)           which
was originated by a Seller in its ordinary course of business and in accordance
with the Underwriting Policy and is serviced by the Servicer in accordance with
the Credit and Collection Policy;
  (ii)           which
was originated in the United States of America to a Mortgagor domiciled in the
United States and is payable in United States Dollars;
  (iii)           was
purchased from a Seller by the Borrower in its ordinary course of business in
accordance with the ECCU Mortgage Loan Purchase Agreement or MPIC Mortgage Loan
Purchase Agreement, as applicable, for a purchase price equal to at least 100%
of the Outstanding Principal Balance of such Mortgage Loan;
  (iv)           which
(a) shall have created or shall create a valid, subsisting, and enforceable
first priority security interest in favor of the applicable Seller in the
related Mortgaged Property, and (b) shall contain customary and enforceable
provisions such that the rights and remedies of the holder thereof shall be
adequate for the realization against the collateral of the benefits of the
security provided thereby, including all the rights of a secured party under the
Relevant UCC, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity;
  I-9
 (v)           the
Mortgage File for which has been delivered to the Custodian and the Custodian
has issued a receipt therefor to the Agent;
  (vi)           which,
together with the Mortgage, the Mortgage Note and all Related Security related
thereto, complied on the date of its origination and now complies in all
material respects with all requirements of applicable Federal, state and local
laws and regulations thereunder;
  (vii)         
which arises under a Mortgage Note and is secured by a Mortgage and any other
Related Security which, together with such Mortgage Loan, (a) is duly authorized
on the part of the related Mortgagor, (b) is in full force and effect and
constitutes the legal, valid and binding obligation of the related Mortgagor,
enforceable against such Mortgagor in accordance with its terms, subject to the
effect of bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors’ rights generally and (c) as to which the Mortgage
Note is evidenced by no more than one original executed copy;
  (viii)         on
and after the related Purchase Date, except for Limited Loan Modifications,
Standard Loan Modifications and otherwise in accordance with the Credit and
Collection Policy, (1) the maturity date of which has not been extended, (2) the
interest rate, margin (if applicable) and payment frequency of which have not
been modified and (3) no other material terms of which have been waived or
modified;
  (ix)           the
related Mortgagor is an evangelical church or other religious organization that
has been in operation for at least three years, and is not an Affiliate of the
Borrower, the Servicer or a Seller;
  (x)          
 is a fully drawn, permanent whole mortgage loan or mortgage loan
participation, with no obligation for future advances and, as of the related
Purchase Date, is not a construction loan;
  (xi)           such
Mortgage Loan is not currently subject to any default, dispute, litigation or
counterclaim and is not subject to any defense (including the defense
of usury), rescission, reduction or offset;
  (xii)           the
Borrower has good title to such Mortgage Loan (including the Related Security),
free and clear of all Adverse Claims and the representations and warranties with
respect to such Mortgage Loan in the Agreement are true and correct in all
material respects;
  I-10
 (xiii)         which
is fully assignable without any requirement to obtain the consent of, or give
notice to, the related Mortgagor or any other Person;
  (xiv)         as
to which the related Mortgagor is not the United States of America or any state
or any agency, department, subdivision or instrumentality thereof;
  (xv)          which
is not a Delinquent Mortgage Loan, a Defaulted Mortgage Loan or a Liquidated
Mortgage Loan;
  (xvi)         which,
except for the interests in favor of the Borrower and the Agent, is free and
clear of all Adverse Claims (other than with respect to Participation Mortgage
Loans);
  (xvii)         the
inclusion of which as an Eligible Mortgage Loan hereunder would not cause the
weighted average [request for
confidential treatment]of all Eligible Mortgage Loans to exceed [request for
confidential treatment] per annum;
  (xviii)       the
LTV of which does not exceed [request for
confidential treatment]percent;
  (xix)          with
respect to such Mortgage Loan, the inclusion of which as an Eligible Mortgage
Loan hereunder would not cause the weighted average LTV of all Eligible Mortgage
Loans to exceed [request for
confidential treatment];
  (xx)           the
original term to maturity of such Mortgage Loan was less than 361
months;
  (xxi)          the
internal risk rating of such Mortgage Loan by the applicable Seller or the
initial Servicer, as the case may be, is either “excellent” or “satisfactory” as
of the later of (1) the date of origination or (2) the date of the most recent
regular review;
  (xxii)         interest
on such Mortgage Loan is payable monthly on a current basis;
  (xxiii)        such
Mortgage Loan was not selected in a manner adverse to the Borrower and is at the
time of conveyance to the Borrower under the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement,
as applicable, of a credit quality equal to or greater than all other mortgage
loans then owned by such Seller;
  (xxiv)       is
an “instrument” or “tangible chattel paper” within the meaning of Section 9-102
or Section 9-109 (or other section of similar content) of the Relevant
UCC;
  I-11
 (xxv)        with
respect to which the Agent has a duly perfected first priority security
interest;
  (xxvi)       if
the first scheduled payment with respect to such Mortgage Loan has not been made
prior to the date such Mortgage Loan is first included in the Net Pool Balance,
such first scheduled payment is due within 60 days of the day on which such
Mortgage Loan was originated;
  (xxvii)      with
respect to which the underlying Mortgaged Property is free of any material
damage that would affect materially and adversely the value of such Mortgaged
Property as underwritten as security for the related Mortgage Loan and is in
good repair as of the related origination date and, to the applicable Seller’s
knowledge as of the applicable Purchase Date, with respect to which the
underlying Mortgaged Property is free of any material damage that would affect
materially and adversely the value of such Mortgaged Property as underwritten as
security for the related Mortgage Loan and is in good repair;
  (xxviii)     there
are no delinquent taxes, governmental assessments, insurance premiums, ground
rents, water charges, sewer rents, assessments, hazard insurance premiums or
other outstanding charges affecting the Mortgaged Property relating to such
Mortgage Loan;
  (xxx)         is
insured by a Title Insurance Policy in the minimum amount equal to the original
principal balance of such Mortgage Loan;
  (xxxi)        the
Mortgaged Property is insured by an Insurance Policy covering standard fire and
traditional perils and provides for standard coverage against loss or damage
(including without limitation, coverage against loss or damage sustained by
reason of fire, terrorism or smoke);
  (xxxii)       all
Improvements which were considered in determining the Appraised Value of such
Mortgaged Property lie wholly within the boundaries and building restriction
lines of such Mortgaged Property and comply with applicable zoning laws and
set-back ordinances;
  (xxxiii)      if
(i) the original principal balance of such Mortgage Loan was in excess of [request for
confidential treatment], or (ii) the original principal balance of such
Mortgage Loan is less than [request for
confidential treatment], and greater than [request for
confidential treatment], and the LTV is greater than
[request for
confidential treatment], a Mortgage Appraisal has been performed on such
Mortgaged Property;  provided, however (i) if the [request for
confidential treatment]is amended such that ECCU is required to obtain
an appraisal for Mortgage Loans with an initial principal balance less than
[request for
confidential treatment], then a Mortgage Appraisal is required for any
such Mortgage Loan with an original principal balance equal to or in excess of
the amount set forth in such amended [request for
confidential treatment]or (ii) if the [request for
confidential treatment]is no longer in effect, then a Mortgage Appraisal
is required for any such Mortgage Loan with an original principal balance equal
to or in excess of [request for
confidential treatment];
  I-12
 (xxxiv)     if
such Mortgage Loan is a Participation Mortgage Loan, (i) the original master
mortgage loan documents are in the possession of the Custodian, (ii) the related
Participation Agreement or loan documents provide that the Borrower, as assignee
of the applicable Seller, act as administrative and collateral agent and lead
lender and Borrower controls the enforcement and foreclosure of the related
Mortgage Loan;
  (xxxv)      as
to which [request for
confidential treatment]has not passed since such Mortgage Loan was
initially included within the pool of Eligible Mortgage Loans;
  (xxxvi)      with
respect to which the [request for
confidential treatment]does not exceed [request for
confidential treatment]as of the related origination date,
and;
  (xxxvii)     as
to which the related Mortgagor occupied a substantial portion of the related
Mortgaged Property at the time such Mortgage Loan was originated.
  “Eligible Pool
Balance” means on any date of determination, the aggregate Outstanding
Principal Balance of all Eligible Mortgage Loans on such date (which expressly
do not include Repurchased Mortgage Loans or Deleted Mortgage
Loans).
  “Environmental Laws”
means any federal, state or local statute, law, rule, regulation, ordinance,
code, policy or rule of common law now or hereafter in effect and, in each case,
as amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment relating to the
environment, health, safety or Hazardous Materials, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq.;  the Hazardous Materials Transportation Act, as amended, 49
U.S.C. Section 1801 et seq.; the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 et seq.; the Federal Water Pollution Control
Act, as amended, 33 U.S.C. Section 1251 et seq.; the Toxic Substances Control
Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401
et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3808 et seq.; the Oil
Pollution Liability and Compensation Act of 1990, as amended, 33 U.S.C.A.
Sections 2701-2719, 2737, 2751- 2753 and
46 U.S.C.A. Section 3703W; and/or any regulations promulgated pursuant thereto
or pursuant to any laws and other governmental requirements governing Hazardous
Materials.
  “ERISA” means the
Employee Retirement Income Security Act of 1974.  References to
sections of ERISA also refer to any successor sections.
  “ERISA Affiliate”
means, with respect to any Ministry Party, any Person which is a member of any
group of organizations (i) described in Section 414(b) or (c) of the Internal
Revenue Code of which such Ministry Party is a member, or (ii) solely for the
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Internal Revenue Code and the lien created under Section
302(f) of ERISA and Section 412(n) of the Internal Revenue Code, described in
Section 414(m) or (o) of the Internal Revenue Code of which such Ministry Party
is a member.
  I-13
 “Eurodollar Rate”
means, for any Settlement Period, an interest rate per annum (rounded upward to
the nearest 1/100th of 1%) determined pursuant to the following
formula:
  Eurodollar
Rate            =            LIBOR
 1.00 -
Eurodollar Reserve Percentage
  Where,
  “Eurodollar Reserve
Percentage” means, for any Settlement Period, the maximum reserve
percentage (expressed as a decimal, rounded upward to the nearest 1/100th of 1%)
in effect on the date LIBOR for such Settlement Period is determined under
regulations issued from time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”) having a term
comparable to such Settlement Period.
  “Eurodollar Unavailability
Condition” has the meaning set forth in Section 1.11.
  “Event of Bankruptcy”
means, for any Person:
  (i)           that
such Person shall fail generally to, or admit in writing its inability to, pay
its debts as they become due; or
  (ii)           a
proceeding shall have been instituted and remains unstayed or undismissed for a
period of 60 days in a court having jurisdiction in the premises seeking a
decree or order for relief in respect of such Person in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
trustee, custodian, sequestrator, conservator or other similar official of such
Person or for all or substantially all of its property, or for the winding-up
or
  liquidation
of its affairs; or
  (iii)           the
commencement by such Person of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or such Person’s
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator, conservator or other
similar official of such Person or for all or substantially all of its property,
or any general assignment for the benefit of creditors; or
  (iv)           such
Person shall take any corporate or limited liability company action in
furtherance of any of the actions set forth in the preceding clause (i), (ii) or
(iii).
  I-14
 “Event of Default”
means the occurrence of any one or more of the following events or
conditions:
  (a)           The
Borrower shall fail to remit or fail to cause to be remitted to the Agent,
Lender, to the Collection Account or to the Reserve Account on any day any
amount required to be remitted to the Agent, Lender, the Collection Account or
the Reserve Account by the Borrower on such day pursuant to any Transaction
Document and any such failure shall remain unremedied for two Business Days or
more after the discovery by Borrower; or
  (b)           Any
representation, warranty, certification or statement made by the Borrower under
or in connection with this Agreement or any other Transaction Document or any
information or report delivered by the Borrower pursuant to any Transaction
Document shall prove to have been incorrect or untrue in any material respect
when made or deemed made or delivered, and such representation, warranty,
certification, statement, information or report continues to be untrue for a
period of 30 days or more after the discovery by the Borrower; or
  (c)           The
Borrower shall fail to perform or observe in any material respect any other
term, covenant or agreement contained in this Agreement or any other Transaction
Document on its part to be performed or observed and any such failure shall
remain unremedied for thirty (30) days after written notice thereof has been
given to the Borrower by the Agent or the Lender; or
  (d)           This
Agreement shall for any reason (other than pursuant to the express terms hereof)
cease to create with respect to the Collateral, or the interest of the Agent,
for the benefit of the Secured Parties, with respect to such Collateral shall
cease to be, a valid and enforceable first priority perfected security interest,
free and clear of any Adverse Claim; or
  (e)           An
Event of Bankruptcy shall occur with respect to the Borrower; or
  (f)           a
Change in Control shall occur with respect to the Borrower or the Servicer;
or
  (g)           a
Borrowing Base Deficit occurs and continues for more than two consecutive
Business Days; or
  (h)           the
Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of
the Internal Revenue Code with regard to any of the assets of the Borrower or
the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to
Section 4068 of ERISA with regard to any of the assets of the Borrower and such
lien shall not have been released within ten Business Days after Borrower
receives notice of the existence of such lien; or
  I-15
 (i)           (i)  any
material provision of any Transaction Document to which the Borrower is a party,
or any ownership or security interest granted or created thereunder (in favor of
the Borrower or of the Agent for the benefit of the Secured Parties), shall
(except in accordance with its terms), in whole or in part, terminate, cease to
be effective or cease to be the legally valid, binding and enforceable
obligation of the Borrower; or (ii) the Borrower shall, directly or
indirectly, contest in any manner such effectiveness, validity, binding nature
or enforceability; or
  (j)           the
Borrower becomes an “investment company” within the meaning of the Investment
Company Act of 1940, as amended; or
  (k)           the
entry of one or more final judgments, orders or decrees against the Borrower for
the payment of money in excess of $1,000,000, individually or in the aggregate
and the continuance in effect thereof for more than sixty (60) consecutive days
without a stay of execution; or
  (l)           The
occurrence of a Seller Event of Default; or
  (m)           The
occurrence of a Servicer Termination Event pursuant to clauses (a), (b), (c),
(d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (p), (r) or (s);
or
  (n)           A
Material Adverse Effect occurs with respect to the Borrower that materially and
adversely affects the collectibility of the Mortgage Loans; or
  (o)           the
Net Spread Ratio falls below 0% for any Calculation Period; or
  (p)           A
Hedge Deficit or Hedge Surplus in excess of 10% shall exist and not be cured
within 5 Business Days; or
  (q)           The
Borrower fails to make any required deposit to the Reserve Account within 3
Business Days after receiving notice thereof.
  “Excess Concentration
Amount” means, without duplication, as of any date of calculation, the
aggregate Outstanding Principal Balances of all Eligible Mortgage Loans that
exceed any one or more of the Concentration Limits.
  “Excess
Spread”  means, for any Settlement Period, the positive
difference, if any, between (i) the total interest and fees (including, without
limitation, Late Fees) received by the Borrower or Servicer in respect of the
Mortgage Loans during such Settlement Period(s), less
(ii) the sum of (a) the Servicing Fee, (b) the Back-Up Servicing Fee, (c) the
Custodian Fee, (d) accrued and unpaid Interest, (e) the Non-Usage Fee (f) any
costs or expenses payable by Borrower to a Hedge Counterparty under a Hedge
Agreement (including, without limitation, Hedge Breakage Costs in connection
with the early termination of a Hedge Agreement), and (g) any other costs, fees,
expenses or liabilities due to the Agent or Lender from the Borrower during such
Settlement Period.
  “Excluded Taxes” has
the meaning set forth in Section
1.7.
  I-16
 “Facility Termination
Date” means the earliest to occur of (a) the termination or expiration
date under the Liquidity Agreement, (b) the declaration of the “Facility
Termination Date” or occurrence thereof without any such declaration pursuant to
Section 4.1,
(c) the occurrence of an Early Amortization Event or (d) the Scheduled Facility
Termination Date.
  “Federal Funds Rate”
means, for any period, the per annum rate set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Federal Reserve Board (including any such successor, “H.15(519)”) for such day
opposite the caption “Federal Funds (Effective)”.  If on any relevant
day such rate is not yet published in H.15(519), the rate for such day will be
the rate set forth in the daily statistical release designated as the Composite
3:30 p.m. Quotations for U.S. Government Securities, or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, the “Composite 3:30 p.m. Quotation”) for such day under the
caption “Federal Funds Effective Rate”.  If on any relevant day the
appropriate rate for such previous day is not yet published in either H.15(519)
or the Composite 3:30 p.m. Quotations, the rate for such day will be the
arithmetic mean as determined by the Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that
day by each of three leading brokers of Federal funds transactions in New York
City selected by the Agent.
  “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any
entity succeeding to any of its principal functions.
  “Fees” has the meaning
set forth in Section
1.5.
  “Fee Agreement” has
the meaning set forth in Section
1.5.
  “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of
  Certified
Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements or pronouncements by such other
entity as approved by a significant segment of the accounting profession, which
are in effect from time to time.
  “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any body or entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including without limitation any court, and any Person owned or controlled,
through stock or capital ownership or otherwise, by any of the
foregoing.
  “Hazardous Materials”
shall mean, but is not limited to, any substance, chemical, material or waste
(a) the presence of which causes a nuisance or trespass of any kind; (b) which
is regulated by any federal, state or local governmental authority because of
its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic, infectious,
radioactive, or other hazardous property or because of its effect on the
environment, natural resources or human health and safety, including, but not
limited to, petroleum and petroleum products, asbestos-containing materials,
polychlorinated biphenyls, lead and lead-based paint, radon, radioactive
materials, flammables and explosives; or (c) which is designated, classified, or
regulated as being a hazardous or toxic substance, material, pollutant, waste
(or a similar such designation) under any Environmental Law.
  I-17
 “Hedge Agreement”
means, each agreement between the Borrower and a Hedge Counterparty which
governs one or more Hedge Transactions entered into pursuant to Section 1.14, which
agreement shall be in a form published by the International Swaps and
Derivatives Association, Inc., together with a “Hedge Schedule” thereto in such
form as the Agent shall approve in writing, and each “Confirmation” thereunder
confirming the specific terms of each such Hedge Transaction.
  “Hedge Breakage Costs”
means, for any Hedge Transaction, any amount payable under the Hedge Agreement
by the Borrower for the early termination of that Hedge Transaction or any
portion thereof.
  “Hedge Collateral”
means each Hedge Agreement, each Hedge Transaction, and all present and future
amounts payable by a Hedge Counterparty to the Borrower under or in connection
with the respective Hedge Agreement and related Hedge
Transaction(s).
  “Hedge Counterparty”
means Bank of Montreal or any other Person who meets the following requirements:
(a) such Person has been approved in writing by the Agent (which approval shall
not be unreasonably withheld); (b) such Person has a short-term unsecured debt
rating of not less than A-1 by Standard & Poor’s and not less than “P-1” by
Moody’s (“Short-Term Rating Requirement”) or such other short-term rating as has
been approved by the Agent in writing in its sole discretion; and (c) such
Person has, pursuant to the applicable Hedge Agreement, (i) consented to the
assignment of the Borrower’s rights under such Hedge Agreement to the Agent (for
the benefit of the
  Secured
Parties) and (ii) agreed that in the event that Moody’s or Standard & Poor’s
reduces its short-term unsecured debt rating below the Short-Term Rating
Requirement, it shall (at the expense of the Hedge Counterparty whose rating is
so reduced) either (1) transfer its rights and obligations under each Hedging
Transaction to another entity that meets the requirements of clauses (a), (b)
and (c) hereof or (2) provide cash collateral or another form of credit
enhancement as the Agent may reasonably request.
  “Hedge Deficit” means,
as of any date, a fraction, expressed as a percentage, (i) the numerator of
which is the aggregate amount, if any, by which the Loan Balance exceeds the
aggregate of the Hedge Notional Amounts for all Hedge Transactions and (ii) the
denominator of which is the Loan Balance, in each case as of such
date.
  “Hedge Notional
Amount” means, as of any day and with respect to each individual Hedge
Transaction, the notional amount in effect on such day under such Hedge
Transaction entered into pursuant to Section 1.14(a).
  I-18
 “Hedge Rate” means,
(i) with respect to any interest rate swap, the fixed interest rate payable by
the Borrower specified in the related Hedge Agreement, and (ii) with respect to
any LIBOR Cap, the strike rate of such LIBOR Cap.
  “Hedge Spreadsheet”
means, with respect to each “Hedge Schedule” attached to a Hedge Agreement, a
Microsoft Excel spreadsheet provided to the Borrower by the Agent to be used to
calculate such “Hedge Schedule”, the form and assumptions of which can be
modified by the Agent in its reasonable discretion.
  “Hedge Surplus” means,
as of any date, a fraction, expressed as a percentage, (i) the numerator of
which is the aggregate amount, if any, by which the aggregate of the Hedge
Notional Amounts exceeds the Loan Balance and (ii) the denominator of which is
the Loan Balance, in each case as of such date.
  “Hedge Transaction”
means, each interest rate swap or LIBOR Cap transaction between the Borrower and
a Hedge Counterparty which is entered into pursuant to Section 1.14(a)
and is governed by a Hedge Agreement.
  “Hedged Excess Spread
Rate” means, as of any Borrowing Date and with respect to those Mortgage
Loans being added to the Mortgage Loan Pool on such date, the percentage equal
to (a) (i) the Weighted Average Interest Rate for such Mortgage Loans minus (ii) 1.00%,
minus (b) the
product of: (i) the sum of (x) the Hedge Rate for the related Hedge Transaction,
plus (y) the
Spread plus (z)
the CP Rate to LIBOR Spread, times (ii)
75.00%.
  “Improvements” means
all buildings, fixtures, structures, parking areas, landscaping and all other
improvements whether existing now or hereafter constructed, together with all
machinery and mechanical, electrical, HVAC and plumbing systems presently
located thereon and used in the operation thereof, excluding (i) any such items owned by
utility service providers, (ii) any such items owned by tenants or other
third-parties unaffiliated with the Borrower and (iii) any items of personal
property.
  “Indemnified Amount”
has the meaning set forth in Section
5.1.
  “Indemnified Party”
has the meaning set forth in Section
5.1.
  “Independent Manager”
means an individual approved in writing by the Agent who was not, at the time of
such appointment or at any time in the preceding five years:  (i) a
director, officer, or employee of any Affiliate of the Borrower (other than any
limited purpose or special purpose corporation or limited liability company
similar to the Borrower); (ii) a person related to any officer or director of
any Affiliate of the Borrower (other than any limited purpose or special purpose
corporation or limited liability company similar to the Borrower); (iii) a
direct or indirect holder of 5% or more of the any securities or other equity
interest of or in any Affiliate of the Borrower; (iv) a person related to a
direct or indirect holder of 5% or more of the any securities or other equity
interest of or in any Affiliate of the Borrower; (v) a material creditor,
material supplier, employee, officer, director, family member, manager or
contractor of the Borrower or any of its Affiliates; or (vi) a person who
controls the Borrower or its Affiliates or any material creditor, material
supplier, employee, officer, director, manager, or material contractor of the
Borrower or any of its Affiliates.
  I-19
 “Insurance Policy”
means, with respect to any Mortgage Loan, any standard fire or traditional
perils insurance policy providing standard coverage against loss or damage
(including without limitation, coverage against loss or damage sustained by
reason of fire, terrorism or smoke), mortgage insurance policy or flood
insurance policy, as determined necessary by Servicer in its reasonable
discretion in accordance with the Credit and Collection Policy and as required
under the respective Mortgage Loan documents.
  “Insurance Proceeds”
means amounts paid by the related insurer under any Insurance Policy or Title
Insurance Policy, other than amounts (i) to cover expenses incurred by or on
behalf of the Servicer in connection with procuring such proceeds, (ii) to be
applied to restoration or repair of the related Mortgaged Property or (iii)
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note.
  “Intercreditor
Agreement” means an Intercreditor Agreement relating to the Master
Lockbox Account, in form and substance satisfactory to the Agent in its sole
discretion, between the Agent, the Master Lockbox Bank, the Borrower, the
Servicer, and all Persons with any interest in any amounts deposited in the
Master Lockbox Account and permitted under the Agreement and the Intercreditor
Agreement.
 
 “Interest” For each
Settlement Period and each Loan outstanding during such Settlement Period, the
sum of the products (for each day during such Settlement Period)
of:
  IR x P x 1
 D
  where:
  IR        
=          the interest rate
applicable on such day, determined as follows:
  (i)           at
all times while the making or maintenance of such Loan (or the applicable
portion thereof) by Lender is funded by the issuance of Notes, during each
Settlement Period, at a rate per annum equal to the CP Rate applicable to such
Settlement Period;
  (ii)           at
all times while the making or maintenance of such Loan (or the applicable
portion thereof) by Lender is funded during each Settlement Period pursuant to
the Liquidity Agreement, at a rate per annum equal to the Alternate Rate
applicable to such Settlement Period;
  I-20
 (iii)           notwithstanding
the provisions of the preceding clauses (i) and (ii), in the event that an Event
of Default has occurred and is continuing, at a rate per annum (the “Default
Rate”) equal to the Base Rate applicable to such Settlement Period (but not less
than the interest rate in effect for such Loan as at the date of such Event of
Default).
  P         
=          the principal amount of
such Loan on such day; and
  D        
=          360 or, to the extent
the IR is based on the Base Rate, 365 or 366 days, as
applicable.
  providedthat (i)
no provision of this Agreement shall require or permit the collection of
Interest in excess of the maximum permitted by applicable law and (ii) Interest
shall not be considered paid by any distribution if at any time such
distribution is rescinded or must otherwise be returned for any
reason.
  “Late Fees” means
payments by the Obligors with respect to the Mortgage Loans that represent
payments of late charges, fees or penalties and charges for returned
checks.
  “Lender” has the
meaning set forth in the preamble to the Agreement.
  “Level 1 Trigger
Event” means the occurrence of any of the following
events:  (a) the average of the Delinquency Ratios for any three (3)
consecutive Settlement Dates shall exceed 7.5%; or (b) the average of the
Default Ratios for any three (3) consecutive Settlement Dates shall exceed
5.00%.
  “LIBOR” with respect
to any Settlement Period therefor, the rate appearing on Page 3750 of the Bridge
Telerate Capital Markets Report (or on any successor or substitute
page of such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Agent from time to
time in accordance with its customary practices for purposes of providing
quotations of interest rates applicable to Dollar deposits in the London
interbank market) at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Settlement Period, as the rate for Dollar
deposits for a period comparable to such Settlement Period.
  “LIBOR Cap” means an
interest rate cap that meets the requirements set forth in Section
1.14(c).
  “LIBOR Cap Premium”
has the meaning given to such term in Section
1.14(c).
  “Limited Loan
Modifications” means, with respect to a Mortgage Loan, either (i) the
Servicer’s reduction of the monthly periodic payment amount to an interest-only
payment for a time period not to exceed 6 months and (ii) the Servicer’s
reduction of the monthly periodic payment amount to an amount that is less than
an interest-only payment for a time period not to exceed 6 months, provided the
Loan-to-Value Ratio of the related Mortgage Loan immediately following such
release is no more than 75.00%; provided, further, only one Limited Loan
Modification is permitted for any Eligible Mortgage Loan and each Limited Loan
Modification shall be in accordance with the Credit and Collection
Policy.
  I-21
 “Liquidated Mortgage
Loan” means a Defaulted Mortgage Loan that has been liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale or other
realization as provided by applicable law governing the real property subject to
the related Mortgage and any security agreements and as to which the Servicer
has certified that it has received all amounts it expects to receive in
connection with such liquidation.
  “Liquidation Proceeds”
means cash received in connection with the liquidation of a Mortgage Loan,
whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
foreclosure sale, payment in full, discounted payoff or otherwise, or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.
  “Liquidity Agent”
means BMO in its capacity as Liquidity Agent pursuant to the Liquidity
Agreement.
  “Liquidity Agreement”
means that certain Liquidity Asset Purchase Agreement dated as of October 30,
2007 entered into among BMO, as Liquidity Agent, the Liquidity Bank, the Agent
and the Lender, as amended, amended and restated, supplemented or otherwise
modified from time to time.
  “Liquidity Bank” means
the Bank of Montreal, in its capacity as a purchaser under the Liquidity
Agreement, together with any other bank or financial institution that becomes a
purchaser under the Liquidity Agreement.
  “LLC Agreement” means
the Limited Liability Company Agreement of the Borrower, dated as of October 30,
2007, as amended, supplemented or otherwise modified from time to
time.
  “Loan” has the meaning
set forth in Section
1.1.
  “Loan Balance” means
the aggregate principal amount of the Loans made to the Borrower by the Lender
pursuant to this Agreement, reduced from time to time by amounts distributed and
applied on account of such Loan Balance pursuant to Section 1.4;
provided, that if such Loan Balance shall have been reduced by any distribution
and thereafter all or a portion of such distribution is rescinded or must
otherwise be returned for any reason, such Loan Balance shall be increased by
the amount of such rescinded or returned distribution, as though it had not been
made.
  “Loan Limit” means
$150,000,000 (excluding accrued Interest), as such amount may be increased upon
the written request of the Borrower and the written approval of the Agent and
the Rating Agencies rating the Notes and the Loans.
  I-22
 “Loan-to-Value Ratio”
or “LTV” means,
with respect to any Mortgage Loan, the Outstanding Principal Balance of such
Mortgage Loan at origination, divided by the related Appraised
Value.
  “Master Lockbox
Account” means a lockbox account held by the Master Lockbox Bank in the
name of Servicer, into which all ACH Credits and other electronic payments on
the Mortgage Loans at all times subsequent to the Custodial Period shall be
deposited in accordance with the terms of the Agreement and which shall be
subject to an Account Control Agreement.
  “Master Lockbox Bank”
means U.S. Bank National Association, or such other depository institution
selected by the Servicer and consented to by the Agent in its reasonable
discretion.
  “Material Adverse
Effect” means, with respect to any event or circumstance, a material
adverse effect on:
  (a)           the
assets, operations, business or financial condition of Borrower, ECCU, or
MPIC,
  (b)           the
ability of Borrower, ECCU, or MPIC to perform its material obligations under
this Agreement or any other Transaction Document to which it is a
party.
  (c)           the
validity or enforceability of any material provision of any Transaction
Document, or the validity, enforceability or collectibility of all or a
significant portion of the Mortgage Loans, or
  (d)           the
status, perfection, enforceability or priority of the Agent’s or the Borrower’s
interest in all or a significant portion of the Collateral.
  “Minimum Borrower
Equity” means an amount equal to the lesser of (i) $20,000,000 or (ii)
the Net Pool Balance.
  “Ministry Parties”
means the Borrower and MPIC.
  “Monthly
Back-Up Servicing Data” has the meaning given to such term in Section
6.13(a).
  “Moody’s” means
Moody’s Investors Service, Inc.
  “Mortgage” means the
mortgage, deed of trust or other instrument creating a lien on an estate in fee
simple interest in real property securing a Mortgage Loan.
  “Mortgage Appraisal”
means an appraisal of any Mortgaged Property prepared by a state certified
independent appraiser who is not an affiliate of a Seller and such appraisal has
been approved by such Seller’s credit review committee or credit manager and
such appraisal is in compliance with NCUA Rules and Regulations 12 FCR 722, the
Uniform Standards of Professional Appraisal Practice, and NCUA Letter No.
03-CU-17/Independent Appraisal and Evaluation Functions for Real Estate-Related
Transactions, as amended or modified from time to time.
  I-23
 “Mortgage File” has
the meaning set forth in Section 2.05 of the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement, respectively, as those
instruments or documents relating to the Eligible Mortgage Loans required to be
delivered to the Custodian.
  “Mortgage Loan Pool”
means, at any time, all of the then outstanding Mortgage Loans that are owned by
the Borrower and in which a security interest has been granted, or has been
purported to have been granted, to the Agent pursuant to this
Agreement.
  “Mortgage Loans”
means, as of any date, those mortgage loans that have been transferred and
assigned to the Borrower pursuant to the ECCU Mortgage Loan Purchase Agreement
or the MPIC Mortgage Loan Purchase Agreement (which may be whole loans or
Participation Mortgage Loans), together with the documents required to be
included in the related Mortgage Files, and excluding Mortgage Loans that have
been reconveyed to a Seller on or prior to such date in accordance with the
terms of the ECCU Mortgage Loan Purchase Agreement or the MPIC Mortgage Loan
Purchase Agreement, respectively.  Any Mortgage Loan that was intended
to be transferred to the Borrower pursuant to the ECCU Mortgage Loan Purchase
Agreement or the MPIC Mortgage Loan Purchase Agreement, respectively, as
indicated by the applicable Mortgage Loan Schedule which is in fact not so
transferred for any reason including, without limitation, a breach of a
representation or warranty with respect thereto, shall continue to be a Mortgage
Loan hereunder until the Repurchase Amount with respect thereto has been paid to
the Borrower.  The Mortgage Loans shall be identified on the related
Mortgage Loan Schedule; provided, that notwithstanding the failure to list a
Mortgage Loan on a Mortgage Loan Schedule such Mortgage Loan shall nonetheless
be deemed a Mortgage Loan hereunder for any and all purposes.
  “Mortgage Loan
Schedule” means, as of any date, the schedule of mortgage loans set forth
as Schedule II
hereto (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
Borrower) identifying the Mortgage Loans (as amended from time to time in
accordance with the terms hereof), which schedule shall set forth for each
Mortgage Loan:
  (i)           the
loan number of such Mortgage Loan;
  (ii)           the
name of the related Mortgagor and the street address of the related Mortgaged
Property, including the zip code;
  (iii)           the
maturity date of such Mortgage Loan;
  I-24
 (iv)           the
original principal balance of such Mortgage Loan;
  (v)           the
first payment date of the related Mortgage Loan;
  (vi)           the
scheduled payment for such Mortgage Loan in effect as of the date of
origination; and
  (vii)           the
Mortgage Rate for such Mortgage Loan in effect as of the date of
origination.
  The
Mortgage Loan Schedule may be amended from time to time to reflect the purchase
of additional Mortgage Loans by the Borrower from Sellers, the repurchase by
Sellers, the substitution by Sellers with a Qualifying Substitute Mortgage Loan
or the purchase, sale or distribution by the Borrower of any Mortgage Loan, in
each case in accordance with the terms of the Transaction
Documents.
  “Mortgage Note” means,
with respect to a Mortgage Loan, the original executed note or other evidence of
indebtedness evidencing the indebtedness of the related Mortgagor under the
related Mortgage Loan.
  “Mortgage Rate” means,
with respect to a Mortgage Loan, the annual rate of interest borne by the
related Mortgage Note from time to time.
  “Mortgaged Property”
means the underlying property, including real property and improvements thereon,
securing a Mortgage Loan.
  “Mortgagor” means the
obligor or obligors under a Mortgage Note (including, without limitation, any
guarantor with respect to obligations under such Mortgage Note).
  “Mortgagor Debt Service
Ratio” means, with respect to any Mortgage Loan, a ratio (expressed as a
percentage) of (i) the aggregate amount of the related Mortgagor’s principal and
interest payment obligations with respect to all of its indebtedness, divided by, (ii) the
aggregate qualifying revenue received by such Mortgagor, as determined at the
time of such Mortgage Loan’s origination for the immediately preceding fiscal
year of such Mortgagor or an interim period, as permitted under the Credit and
Collection Policy.
  “MPIC” means Ministry
Partners Investment Corporation, a California corporation.
  “MPIC Mortgage Loan Purchase
Agreement” means the Mortgage Loan Purchase Agreement, dated as of the
date hereof, among the Borrower, as purchaser, and MPIC, as seller.
  “MPIC Term Securitization
Sub” means any MPIC Subidiary that is a special purpose entity created in
connection with any term securitization of mortgage loans.
  I-25
 “Multiemployer Plan”
means, with respect to any Person, a “multiemployer plan” as defined in Section
4001(a)(3) of ERISA which is or was at any time during the current year or the
immediately preceding five years contributed to by such Person or any ERISA
Affiliate on behalf of its employees and which is covered by Title IV of
ERISA.
  “Net Spread Ratio”
means with respect to any Calculation Period (i) the sum of the Excess Spread
for such Calculation Period, divided
by (ii) the average Eligible Pool Balance during such Calculation Period,
multiplied
by (iii) twelve.
  “Net Pool Balance”
means at any time (a) the Eligible Pool Balance at such time minus (b) the
Excess Concentration Amount at such time.
  “Non-Usage Fee” has
the meaning given to such term in the Fee Agreement.
  “Notes” means
short-term promissory notes issued or to be issued by the Lender to fund its
investments in accounts receivable or other financial assets.
  “Obligations” has the
meaning given to such term in Section 1.2(c)
hereof.
  “Obligor” means, with
respect to any Mortgage Loan, the Mortgagor under such Mortgage Loans and any
guarantor(s) or any other Person obligated to make payments under such Mortgage
Loan.
  “Official Body” means
any government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of either,
or
  any
court, federal or state regulatory authority, tribunal, grand jury or
arbitrator, in each case, whether foreign or domestic.
  “Outstanding Balance”
of any Mortgage Loan at any time means the then Outstanding Principal Balance
plus accrued interest thereon.
  “Outstanding Principal
Balance” means, at any time, the principal balance of the related
Mortgage Loan remaining to be paid by the related Mortgagor.  The
Outstanding Principal Balance of any Liquidated Mortgage Loan shall be
zero.
  “Participation
Agreement” means an agreement by ECCU or MPIC relating to Participation
Mortgage Loans.
  “Participation Mortgage
Loans” means a Mortgage Loan made by ECCU or MPIC as a syndicated credit
facility or other multi-creditor financing arrangement pursuant to which
payments on the related Mortgage Note are paid, and losses on the related
Mortgage Note are borne, on a pari passu basis as between
the lenders/creditors thereunder.
  “Participation
Payouts” means payments owing to third party lenders/creditors unrelated
to Borrower or any Seller under a Participation Mortgage Loan.
  I-26
 “Pension Plan” means a
“pension plan” as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than a multiemployer plan as defined in
Section 4001(a)(3) of ERISA), and to which a Ministry Party or any
corporation, trade or business that is, along with a Ministry Party, a member of
a controlled group of corporations or a controlled group of trades or
businesses, as described in Sections 414(b) and 414(c), respectively, of
the Internal Revenue Code of 1986, as amended, or Section 4001 of ERISA may
have any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.
  “Perfection
Representations” means the representations, warranties and covenants set
forth on Annex
F.
  “Permitted
Investments” means book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which
evidence:
  (a)           obligations
of the United States or any agency thereof, provided such obligations are
guaranteed as to the timely payment of principal and interest by the full faith
and credit of the United States;
  (b)           general
obligations of or obligations guaranteed by any state of the United States or
the District of Columbia that at the time of acquisition thereof are assigned
the highest ratings by Standard & Poor’s and Moody’s;
  (c)           interests
in any money market mutual fund which at the date of investment in such fund has
the highest fund rating by each of Moody’s and Standard & Poor’s which has
issued a rating for such fund (which, for Standard & Poor’s, shall mean a
rating of AAAm or AAAmg), including funds for which the Account Bank or an
Affiliate thereof act as advisor thereto;
  (d)           commercial
paper which at the date of investment has ratings of A-1+ by Standard &
Poor’s and P-1 by Moody’s (including, without limitation, commercial paper
meeting the foregoing criteria issued by the Lender or the Agent;
  (e)           certificates
of deposit, demand or time deposits, Federal funds or banker’s acceptances
issued by any depository institution or trust company incorporated under the
laws of the United States or of any state thereof (or any U.S. branch or agency
of a foreign bank) and subject to supervision and examination by Federal or
state banking authorities, provided that the
short-term unsecured deposit obligations of such depository institution or trust
company at the date of investment are then rated P-1 by Moody’s and A-1+ by
Standard & Poor’s;
  (f)           demand
or time deposits of, or certificates of deposit issued by, any bank, trust
company, savings bank or other savings institution, which deposits are fully
insured by the Federal Deposit Insurance Corporation, provided that the
long-term unsecured debt obligations of such bank, trust company, savings bank
or other savings institution are rated at the date of investment at least Aa2 by
Moody’s and AA- by Standard & Poor’s;
  I-27
 (g)           cash
escrows in any depositary institution or trust company referred to in clause (e)
or (f) above;
  (h)           interests
in any open-end or closed-end management type investment company or investment
trust (x)(1) registered under the Investment Company Act of 1940, (2) the
portfolio of which is limited to the obligations of, or guaranteed by, the
United States and to agreements to repurchase such obligations, which
agreements, with respect to principal and interest, are at least 100%
collateralized by such obligations marked to market on a daily basis and (3) the
investment company or investment trust shall take delivery of such obligations
either directly or through an independent custodian designated in accordance
with the Investment Company Act of 1940, and (y) as will not result in the
qualification, downgrading or withdrawal of the rating then assigned to the
Notes by Moody’s or Standard & Poor’s (as evidenced in writing by Moody’s or
Standard & Poor’s); and
  (i)           such
other investments as will not result in the qualification, downgrading or
withdrawal of the rating then assigned to the Notes by Moody’s or Standard &
Poor’s (as evidenced in writing by Moody’s or Standard & Poor’s) and are
approved by the Agent.
  Any
Permitted Investment may be purchased by or through the Account Bank or its
Affiliates.
  “Person” means an
individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency
thereof.
  “Plan” means, with
respect to any Person, any employee benefit or other plan which is or was at any
time during the current year or immediately preceding five years established or
maintained by such Person or any ERISA Affiliate of such Person and which is
covered by Title IV of ERISA, other than a Multiemployer Plan.
  “Proceeding” means any
suit in equity, action at law or other judicial or administrative
proceeding.
  “Program Documents”
means the Liquidity Agreement, each Program Support Agreement and the other
documents to be executed and delivered in connection therewith, as amended,
supplemented or otherwise modified from time to time.
  I-28
 “Program Support
Agreement” means and includes any program-wide agreement entered into by
any Program Support Provider providing for the issuance of one or more letters
of credit for the account of the Lender, the issuance of one or more surety
bonds for which the Lender is obligated to reimburse the applicable Program
Support Provider for any draws thereunder, the sale by the Lender to any Program
Support Provider of receivables or other financial assets purchased by the
Lender or in which the Lender has an interest (or portions thereof) and/or the
making of loans and/or other extensions of credit to the Lender in connection
with its commercial paper program, together with any cash collateral agreement,
letter of credit, surety bond or other agreement or instrument executed and
delivered in connection therewith (but excluding the Liquidity Agreement, or
similar agreement, or any voluntary advance or short term loan
agreement).
  “Program Support
Provider” means, any bank or other financial institution which provides
credit support to the Lender in connection with its commercial paper and/or
secured liquidity note securitization program.
  “Purchase Date” shall
mean each date on which a Mortgage Loan is sold to Borrower pursuant to Section 2.01(b) of
the ECCU Mortgage Loan Purchase Agreement or the MPIC Mortgage Loan Purchase
Agreement, as applicable, and pursuant to any Supplemental
Conveyance.
  “Qualifying Substitute
Mortgage Loan” means, in the case of a Mortgage Loan substituted for a
Deleted Mortgage Loan pursuant to the ECCU Mortgage Loan Purchase Agreement or
the MPIC Mortgage Loan Purchase Agreement, as applicable, a Mortgage Loan that,
on the date of such substitution, is an Eligible Mortgage Loan.
  “Rating Agencies”
means Standard & Poor’s, Moody’s and any other nationally recognized
statistical rating organization that has been requested by the Agent or the
Lender to provide a rating for the Notes.
  “Records” shall mean,
with respect to any Mortgage Loan, all documents, books, records and other
information (including, without limitation, computer programs, tapes, discs,
data processing software and related property and rights) relating to such
Mortgage Loan and the related Obligors and any other Collateral.
  “Recoveries” means,
for any Calculation Period and with respect to any Mortgage Loan, all monies
collected from whatever source on such Defaulted Mortgage Loan and received by
the Servicer during such Calculation Period or from the liquidation of any
Related Security, including but not limited to scheduled payments, payments on
any guarantees supporting such Mortgage Loan, Liquidation Proceeds and Insurance
Proceeds, minus
(ii) any amounts required by law to be remitted to the Mortgagor; provided,
however, that the Recoveries with respect to any Mortgage Loan shall in no event
be less than zero.
  “Related Security”
shall mean, with respect to any Mortgage Loan, all of Sellers’ interest in and
to:
  (i)  all
Improvements and property that secure each Mortgage Loan, including without
limitation all property that becomes a REO Property,
  I-29
 (ii) all
guaranties, letters of credit, letter-of-credit rights, supporting obligations
and other agreements or arrangements of whatever character from time to time
supporting or securing payment of each such Mortgage Loan, whether pursuant to a
document contained in the Mortgage File related to such Mortgage Loan or
otherwise,
  (iii) all
Insurance Policies and Title Insurance Policies that relate to each such
Mortgage Loan, the related Mortgagor or the related Mortgaged
Property
  (iv) all
other security interests or liens and property subject thereto from time to
time, if any, purporting to secure payment of the Mortgage Loan related thereto,
together with all financing statements naming Mortgagor, as debtor, and security
agreements describing any collateral securing such Mortgage;
  (v)  all
proceeds of the foregoing.
  “Relevant UCC” means
the Uniform Commercial Code as in effect from time to time in all applicable
jurisdictions.
  “REO Property” means
any Property acquired in the name of the Borrower through foreclosure,
deed-in-lieu of foreclosure or otherwise with respect to a Mortgage Loan,
which Mortgage Loan was owned by the Borrower at the time of such foreclosure,
deed-in-lieu of foreclosure or otherwise.
  “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 a Seller pursuant to the ECCU
Mortgage Loan Purchase Agreement or MPIC Mortgage Loan Purchase Agreement, as
applicable.
  “Required Reserve
Amount” means, at any time, an amount equal to the sum of:
  (a)  at
any time during the continuance of a Level 1 Trigger Event, an amount equal to
5.0% of the Net Pool Balance at such time, plus
  (b)  an
amount equal to the Aggregate LIBOR Cap Premiums as of the most recent
determination date.
  “Reserve Account”
means a segregated trust account to be established and maintained at the Reserve
Account Bank, which will be (i) identified as the “Ministry Partners/Fairway
Reserve Account”, (ii) pledged to the Agent, for the benefit of the Secured
Parties, pursuant to Section 1.2(d) and
(iii) governed by the Reserve Account Agreement.
  I-30
 “Reserve Account
Agreement” means that certain Reserve Account Agreement, among the
Borrower, the Agent and the Account Bank, in form and substance reasonably
satisfactory to the Agent, as the same may be amended, supplemented or otherwise
modified from time to time with the prior written consent of the
Agent.
  “Reserve Account Bank”
means U.S. Bank National Association in its role as reserve account bank
pursuant to the Reserve Account Agreement.
  “Responsible Officer”
of any Person means the President, Chief Financial Officer, Treasurer,
Secretary, any Vice President or any other officer of such Person who is
involved with the administration of the transactions contemplated by the
Transaction Documents.
  “Scheduled Facility
Termination Date” means the date that is three years from the Closing
Date.
  “Secured Parties”
means the Lender, the Affected Parties, the Indemnified Parties, the Hedge
Counterparty and the Agent.
  “Securitization
Parties” means the Lender, the Agent, and their respective successors,
permitted transferees and permitted assigns.
  “Securities Act” shall
mean the Securities Act of 1933.
  “Seller” means ECCU or
MPIC.
  “Seller Event of
Default” means the occurrence of any one or more of the following events
or conditions:
  (a)           Any
representation, warranty, certification or statement made by any Seller (in such
capacity) under or in connection with any Transaction Document or any
information or report delivered by any Seller (in such capacity) pursuant to any
Transaction Document shall prove to have been incorrect or untrue in any
material respect when made or deemed made or delivered, and such representation,
warranty, certification, statement, information or report continues to be untrue
for a period of 30 days or more after the discovery by such Seller;
or
  (b)           Any
Seller (in such capacity) shall fail to perform or observe in any material
respect any term, covenant or agreement contained in any Transaction Document to
which such Seller is a party and any such failure shall remain unremedied for
thirty (30) days after written notice thereof has been given to such Seller by
the Agent or the Lender; or
  I-31
 (c)           Any
Seller or any Affiliate of a Seller shall fail to pay all or any portion of any
indebtedness equal to or greater than $1,000,000, when due and such failure
shall continue beyond any applicable grace period or any Seller or any Affiliate
of a Seller shall otherwise default under any agreement or instrument evidencing
debt of at least $1,000,000 and such default shall continue beyond any
applicable grace period; or
  (d)           An
Event of Bankruptcy shall occur with respect to any Seller; or
  (e)           a
Change in Control occurs with respect to any Seller; or
  (f)           
any material provision of any Transaction Document to which any Seller is a
party, or any ownership or security interest granted or created thereunder (in
favor of the Borrower or of the Agent for the benefit of the Secured Parties),
shall (except in accordance with its terms), in whole or in part, terminate,
cease to be effective or cease to be the legally valid, binding and enforceable
obligation of such Seller; or (ii) any Seller shall, directly or
indirectly, contest in any manner such effectiveness, validity, binding nature
or enforceability; or
  (g)           the
entry of one or more final judgments, orders or decrees against a Seller for the
payment of money in excess of $3,000,000, individually or in the aggregate and
the continuance in effect thereof for more than sixty (60) consecutive days
without a stay of execution; or
  (h)           A
Material Adverse Effect occurs with respect to any Seller that materially and
adversely affects the collectibility of the Mortgage Loans;
  (i)           MPIC’s
Tangible Capital is less than the sum of (i) $20,000,000 plus (ii) seventy-five
(75%) percent of the proceeds of any equity offering after the Closing Date;
or
  (j)           Failure
by MPIC to maintain availability on its Working Capital Credit Facilities plus
cash and cash equivalents in an aggregate amount of at least
$10,000,000.
  “Servicer” means
either the Servicer or any sub-servicer which may be appointed from time to
time.
  “Servicer Advance”
means, with respect to a Mortgage Loan on any Settlement Date, (i) an advance of
interest on such Mortgage Loan that was due on a Due Date in the related
Calculation Period and not received as of the close of business on such Due Date
and (ii) an advance of accrued interest for the related Calculation Period on a
Mortgage Loan that pays interest less frequently than once per month and as to
which no Due Date occurred during such Calculation Period, but only to the
extent such amounts are expected, in the Servicer’s reasonable judgment, to be
recoverable from Collections in respect of such Mortgage Loan.
  I-32
 “Servicer Advance
Date” means the date prior to the related Settlement Date on which a
Servicer Advance is made.
  “Servicer Termination
Event” means the occurrence of one or more of the following events or
conditions:
  [request
for confidential treatment]
  “Servicer Report”
means a report, in substantially the form of Annex B to this Agreement,
furnished by the Servicer to the Agent pursuant to this Agreement.
  “Servicer Report Verification
Certificate” means a report, in substantially the form of Annex H to this
Agreement, furnished by the Back-Up Servicer to the Agent pursuant to Section 6.13(b)
hereof.
  “Servicing Fee” is
defined in Section 6.7(b).
  “Settlement Date”
means (a) prior to the Facility Termination Date or the occurrence and
continuation of an Unmatured Event of Default or an Event of Default, the
14th
day of each calendar month, or if such day is not a Business Day, the first
Business Day immediately following the 14th day of
such month, or such other day as the Borrower and the Agent may from time to
time mutually agree, and (b) on and after the Facility Termination Date or the
occurrence and continuation of an Event of Default or an Unmatured Event of
Default, each day selected from time to time by the Agent (it being understood
that the Agent may select such Settlement Date to occur as frequently as daily)
or, in the absence of any such selection, the date which would be the Settlement
Date pursuant to clause (a) of this definition.
  I-33
 “Settlement Period”
means: (i) initially the period commencing on the date of the initial Loan
pursuant to Section
1.2 and ending on the next Settlement Date, and (ii) thereafter, each
period commencing on such Settlement Date and ending on the next Settlement
Date.
  “Solvent” means with
respect to any Person at any time, a condition under which:
  (i)           the
fair value and present fair saleable value of such Person’s total assets is, on
the date of determination, greater than such Person’s total liabilities
(including contingent and unliquidated liabilities) at such time;
  (ii)           the
fair value and present fair saleable value of such Person’s assets is greater
than the amount that will be required to pay such Person’s probable liability on
its existing debts as they become absolute and matured (“debts,” for this
purpose, includes all legal liabilities, whether matured or unmatured,
liquidated or unliquidated, absolute, fixed, or contingent);
  (iii)           such
Person is and shall continue to be able to pay all of its liabilities as such
liabilities mature; and
  (iv)           such
Person does not have unreasonably small capital with which to engage in its
current and in its anticipated business.
  For
purposes of this definition:
  (A)           the
amount of a Person’s contingent or unliquidated liabilities at any time shall be
that amount which, in light of all the facts and circumstances then existing,
represents the amount which can reasonably be expected to become an actual or
matured liability;
  (B)           the
“fair value” of an asset shall be the amount which may be realized within a
reasonable time either through collection or sale of such asset at its regular
market value;
  (C)           the
“regular market value” of an asset shall be the amount which a capable and
diligent business person could obtain for such asset from an interested buyer
who is willing to purchase such asset under ordinary selling conditions;
and
  (D)           the
“present fair saleable value” of an asset means the amount which can be obtained
if such asset is sold with reasonable promptness in an arm’s-length transaction
in an existing and not theoretical market.
  I-34
 “Spread” has the
meaning set forth in the Fee Agreement.
  “Standard &
Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.
  “Standard Loan
Modifications” means, with respect to a Mortgage Loan, (i) the change of
a Due Date from one date to another within a month (e.g., a change from the 1st
of the month to the 15th of the month); (ii) modification of the interest rate
type so long as the new interest rate is greater than or equal to the interest
rate changed immediately prior to such change, (iii) the partial release of a
portion of the Mortgaged Property, provided the Loan-to-Value Ratio of the
related Mortgage Loan immediately following such release is no more than 75.00%,
or (iv) the re-amortization of a Mortgagor’s monthly payment as a result of a
partial prepayment of principal on the related Mortgage Loan, provided the
maturity date of such Mortgage Loan is not changed, each in accordance with the
Credit and Collection Policy.
  “Stated Maturity Date”
means, the fifth (5th)
anniversary of the Facility Termination Date.
  “Subsidiary” means,
for any Person, any corporation or other business organization more than 50% of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more such
corporations or organizations owned or controlled, directly or indirectly, by
such Person and one or more of its Subsidiaries, and any partnership of which
such Person or any such corporation or organization is a general
partner.
  “Supplemental
Conveyance” has the meaning given to such term in the ECCU Mortgage Loan
Purchase Agreement or the MPIC Mortgage Loan Purchase Agreement, as
applicable.
  “Take Out Refinancing”
has the meaning given to such term in Section
1.13.
  “Tangible Capital”
means, with respect to any Person and on any date, the sum of such Person’s (i)
Tangible Net Worth as of such date, plus
(ii) the outstanding principal balance of any unsecured debentures and debt
securities that are subordinate to the Loans and have a maturity date that is
greater than two years from such date.
  “Tangible Net Worth”
means, with respect to any Person, the net worth of such Person after
subtracting therefrom the aggregate amount of such Person’s related party
receivables and intangible assets, including, without limitation, goodwill,
franchises, licenses, patents, trademarks, trade names, copyrights, service
marks and brand names.
  “Termination Fee”
means, for any Settlement Period, the amount, if any, by which (i) the
additional Interest (calculated without taking into account any Termination Fee)
for any shortened duration of such Settlement Period which would have accrued
during such Settlement Period on the reductions of the Loan Balance relating to
such Settlement
Period had such reductions remained as the Loan Balance, exceeds (ii) the
income, if any, received by the Lender from the Lender investing the proceeds of
such reductions of the Loan Balance, as determined by the Agent, which
determination shall be binding and conclusive for all purposes, absent manifest
error.
  I-35
 “Title Insurance
Policy” means a standard American Land Title Association title insurance
policy in the form acceptable to the Borrower and the Agent issued with respect
to the related Mortgaged Property and insuring the lien of the related Mortgage,
and including without limitation (as applicable) each endorsement relating to
the related Mortgaged Property.
  “Transaction
Documents” means this Agreement, the Fee Agreement, the ECCU Mortgage
Loan Purchase Agreement, the MPIC Mortgage Loan Purchase Agreement, the Hedge
Agreement(s), the Administration Agreement, the Collection Account Agreement,
the Reserve Account Agreement, the Account Control Agreement, the Intercreditor
Agreement and all other certificates, instruments, UCC financing statements,
reports, notices, agreements and documents executed or delivered under or in
connection with this Agreement, in each case as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
Agreement.
  “UCC” means the
Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction.
  “Underwriting Policy”
means the underwriting and origination policies, guidelines and procedures of
the Sellers in substantially the form attached as Exhibit G to the ECCU Mortgage
Loan Purchase Agreement or the MPIC Mortgage Loan Purchase Agreement, as
applicable, and delivered by the Sellers to Agent and the Purchaser on or before
the Closing Date, as the same may be modified and amended from time to time in
accordance with the terms of the ECCU Mortgage Loan Purchase Agreement and MPIC
Mortgage Loan Purchase Agreement.
  “Unmatured Event of
Default” means an event which, with the passage of time or the giving of
notice, or both, would constitute an Event of Default.
  “Weighted Average Interest
Rate” means, as of any Borrowing Date and with respect to those Mortgage
Loans being added to the Mortgage Loan Pool on such date, the weighted average
interest rate of such Mortgage Loans (weighted by the outstanding principal
balance and the remaining term to maturity thereof).
  “WesCorp Release”
means the release by Western Corporate Federal Credit Union of its security
interests in the Mortgage Loans being transferred as of such Purchase
Date.  Such release shall be in the form attached as Exhibit G to the ECCU
Mortgage Loan Purchase Agreement.
  I-36
 “Working Capital Credit
Facilities” means all committed credit facilities, the proceeds of which
are used solely to provide working capital to MPIC.
  Other
Terms.  All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting
principles.  All terms used in Article 9 of the UCC in the State of
New York, and not specifically defined herein, are used herein as defined in
such Article 9.  Unless the context otherwise requires, “or” means
“and/or”, and “including” (and with correlative meaning “include” and
“includes”) means including without limiting the generality of any description
preceding such term.
  Interpretive
Provisions.
  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.”
  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.
     I-37