ex10-1.htm


    Exhibit 10.1

    WAIVER

    


    This
Waiver (the “Waiver”), is entered
into effective as of July 15, 2009, by and among, Ministry Partners Funding, LLC
(the “Borrower”),
Evangelical Christian Credit Union (the “Servicer”) and BMO
Capital Markets Corp. (the “Agent”).  Reference
is made to the Loan, Security and Servicing Agreement, dated as of October 30,
2007, as heretofore amended (the “Loan Agreement”),
among the Borrower, the Servicer, the Agent, Fairway Finance Company, LLC, U.S.
Bank National Association, and Lyon Financial Services, Inc. (d/b/a U.S. Bank
Portfolio Services).

     

    RECITALS

     

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

     

    WHEREAS,
the Borrower has informed the Agent that it will not be able to comply with the
Hedging Requirement during the period beginning on the date hereof through and
including the Stated Maturity Date (the “Hedge Waiver
Period”);

     

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

     

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

     

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

     

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

     

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

     

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

    


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

    


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

    


    [The
remainder of this page intentionally left blank.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

    


     

    


     

    
      
        
          
            
              
                	 
      	
                        MINISTRY
      PARTNERS FUNDING,  LLC,
      as Borrower

                      
	 
      	
                        By:_________________________________

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 	 
	 
      	
                        EVANGELICAL
      CHRISTIAN CREDIT  UNION,
      as Servicer

                      
	 
      	
                        By:_________________________________

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	 
      	
                        BMO
      CAPITAL MARKETS CORP., as Agent

                      
	 
      	 
      
	 
      	
                        By:_________________________________

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

    


     

    
      
         

      

      
        -2-