OMNIBUS AMENDMENT NO. 2 TO LOAN, SECURITY AND SERVICING AGREEMENT AND FEE AGREEMENT

THIS AMENDMENT (the “ Amendment ”) is entered into effective as of September 30, 2009, by and among, Ministry Partners Funding, LLC (the “ Borrower ”), Fairway Finance Company, LLC (the “ Lender ”), Evangelical Christian Credit Union (the “ Servicer ”), BMO Capital Markets Corp. (the “ Agent ”), U.S. Bank National Association, and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services).

WHEREAS, the parties hereto previously entered into that certain Loan, Security and Servicing Agreement, dated as of October 30, 2007, as heretofore amended (the “ Original Loan Agreement ”, the Original Loan Agreement, as amended by this Amendment are herein collectively called the “ Loan Agreement ”);

WHEREAS, in connection with the Original Loan Agreement, the Borrower, the Servicer and the Agent entered into that certain Fee Agreement, dated as of October 30, 2007, as heretofore amended (the “ Original Fee Agreement ”, the Original Fee Agreement, as amended by this Amendment are herein collectively called the “ Fee Agreement ”);

WHEREAS, the Facility Termination Date occurred on October 31, 2008 and as a result thereof, the Lenders’ obligations to make Loans under the Loan Agreement have terminated and the outstanding Loans are amortizing in accordance with the terms of the Loan Agreement;

WHEREAS, the parties hereto have agreed to amend the Original Loan Agreement and the Original Fee Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreement contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1.  Defined Terms .

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement.

Section 2.  Amendment to Loan Agreement .

(a)           Clause ‘ sixth ’ of Section 1.4(e) of the Original Loan Agreement is hereby amended in its entirety to read as follows:

“ 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, plus (iv) all reasonable costs, fees and expenses that Agent pays or incurs in connection with the negotiation, preparation, administration, enforcement, perfection, amendment and termination of this Agreement or any of the other Transaction Documents (including, without limitation, the reasonable fees and expenses of counsel to Agent actually incurred in connection therewith) (each, as confirmed by the Agent);”

(b)            Subsections (i), (ii) and (iii) to the definition of “Concentration Limits” set forth in Exhibit I of the Original Loan Agreement are hereby amended in their entirety to read as follows:

“(i)  The aggregate Outstanding Principal Balance of all Eligible Mortgage Loans located in any single state (other than California, Texas and Florida) shall not exceed 9% of the Eligible Pool Balance;

(ii)  The aggregate Outstanding Principal Balance of all Eligible Mortgage Loans located in (a) Texas shall not exceed 19% of the Eligible Pool Balance, and (b) Florida shall not exceed 12% of the Eligible Pool Balance;

(iii)  The aggregate Outstanding Principal Balance of all Eligible Mortgage Loans located in California shall not exceed 15% of the Eligible Pool Balance;”

(c)           The definition of “Concentration Limits” set forth in Exhibit I of the Original Loan Agreement is hereby amended by deleting the “and” following subsection (x) and deleting the “.” following subsection (xi) and replacing it with “;” and adding the following provisions as subsections (xii) and (xiii):

“              (xii)  The aggregate Outstanding Principal Balance of all Eligible Mortgage Loans that have a Mortgagor Debt Service ratio in excess of 30% shall not exceed 14% of the Eligible Pool Balance;

(xiii)  The aggregate Outstanding Principal Balance of all Eligible Mortgage Loans that have an LTV in excess of 45% shall not exceed 69% of the Eligible Pool Balance;”

(d)           The definition of “Eligible Mortgage Loan” set forth in Exhibit I of the Original Loan Agreement is hereby amended by deleting clause (xxxv) in its entirety and replacing it with the following:

“[Reserved];”

(e)           The definition of “Loan Limit” set forth in Exhibit I of the Original Loan Agreement is hereby amended in its entirety to read as follows:

“ ‘ Loan Limit ’ means the amount set forth in the table below opposite the corresponding date of determination: