Exhibit 4.11



 Exhibit 4.11



Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide"), Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo") and MBIA Insurance Corporation, as the insurer
("Insurer" or "MBIA"), shall be effective as of November 22,
2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of August 31, 1998 by and among Delta, as seller and
servicer, Wells Fargo as trustee and MBIA Insurance Corporation, as certificate
insurer ("Insurer" or "MBIA"), as such may have been amended
to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          Countrywide
has agreed to act as a "backup servicer" (the "Backup
Servicer") of the Mortgage Loans and has further agreed to act as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns, or
Delta’s Servicing Term expires without renewal, or Delta is otherwise
removed as the "Servicer" under the Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator of
which is the aggregate principal balance of the Delinquent Loans as of the last
business day of the calendar month prior to the month of determination and the
denominator of which is the aggregate principal balance of all of the Mortgage
Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are _______ days Delinquent.


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to
____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          
Any Capitalized terms used but not otherwise defined in this Agreement shall
have the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)  
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
        During the Backup Servicing
Period, Delta shall provide Countrywide (i) on the fifth Business Day prior to a
monthly Distribution Date, a computer file that contains the information
required under Section 5.03(a) of the Pooling and Servicing Agreement (to the
extent it pertains to the Mortgage Loans), as of the end of the related
preceding Due Period, (ii) at a minimum, quarterly master mortgage loan
servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
        Immediately, upon its
resignation, termination or upon the expiration of the Servicing Term, under the
Servicing Agreement, Delta (or Wells Fargo, as applicable) shall provide
Countrywide with written notice of the same. Delta shall, along with
Countrywide's reasonable assistance, undertake all steps necessary to transfer,
or cause to be transferred, the primary servicing of the Mortgage Loans to
Countrywide by the thirtieth (30th) day following Countrywide's receipt of the
notice specified in the immediately preceding sentence, or such later date as
may be specified by MBIA or Wells Fargo in the notice that the Servicing Term
under the Servicing Agreement has not been renewed. Delta's obligations to
transfer the primary servicing of the Mortgage Loans to Countrywide, shall
include but not be limited to, the delivery of all servicing files, including
without duplication all correspondence between Delta and the Mortgagors. Upon
the transfer of servicing of the Mortgage Loans to Countrywide (the "Servicing
Transfer Date"), Countrywide shall cease to act as the Backup Servicer and shall
assume the responsibilities and duties and be entitled to all the rights and
benefits of the "Servicer" under the Pooling and Servicing Agreement. Without
limiting the generality of the preceding sentence, the parties hereto agree that
Countrywide, upon it appointment as successor servicer under the Pooling and
Servicing Agreement, will immediately assume the obligations of the servicer to
make Monthly Advances and Servicing Advances to the extent required under the
Pooling and Servicing Agreement with full right to reimbursement therefore in
accordance with the terms and conditions of the Pooling and Servicing Agreement.
If Countrywide is ineligible to become the successor servicer under the Pooling
and Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


        (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following
compensation:


          
(a)  During the Backup Servicing Period, Delta out of its compensation
as Servicer under the Pooling and Servicing Agreement, shall pay to Countrywide
on the second Business Day preceding the related Distribution Date, a monthly
fee equal to _______________________ (the "Backup Servicing Fee").


          (b)  
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          
(c)  If on the Servicing Transfer Date the unpaid principal balance of
the Delinquent Loans exceeds _________________ of the unpaid principal
balance of the Mortgage Loans on the Servicing Transfer Date, Countrywide shall
receive the Supplemental Fee. The Supplemental Fee shall be payable on each
Distribution Date thereafter, regardless of the Delinquency Percentage. For any
NIM Related Trust, the Supplemental Fee shall be payable after the NIM but
before the Trust Certificates. For any other trust, the Supplemental Fee shall
be payable after any carryover amounts due to the related certificateholders,
including any certificate holders of any insured certificate, but before any
distributions to the related Excess Cashflow Certificates.


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA’s consent, if given, to Countrywide’s succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties’ rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)  
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)  
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)  
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer’s knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


          (a)  
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Servicing Agreement, (ii) Delta's Servicing Term under the
Servicing Agreement expires without renewal or (iii) Delta is otherwise removed
as Servicer under the Servicing Agreement prior to the one (1) year anniversary
of this Agreement, Delta shall pay Countrywide an amount equal to the difference
of (x) the Backup Servicing Fee that would have been earned by Countrywide
during the twelve one month periods as Backup Servicer following the execution
of this Agreement and (y) the amount of Backup Servicing Fees actually paid to
Countrywide and to the extent that Countrywide has not succeeded as the servicer
of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's right and
obligation to service as the Backup Servicer or succeed Delta as the servicer of
the Mortgage Loans under this Agreement shall terminate.


          (b)  
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide’s obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)  
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer’s rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)  
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          Section  
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          
(a)  Organization and Good Standing. Countrywide is an entity duly
organized, validly existing, and in good standing under the laws of the state of
New York, and is in compliance with the laws of each state in which any property
is located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement.


          
(b)  Eligibility to Act as a Servicer. Countrywide hereby
represents and warrants that it meets the eligibility requirements to be a
successor servicer under the Pooling and Servicing Agreement as of the date of
this Agreement. If Countrywide ceases to meet the eligibility requirements under
a Pooling and Servicing Agreement, Countrywide shall immediately notify Wells
Fargo, MBIA and Delta in writing. Prior to the Servicing Transfer Date, upon any
event described in the immediately preceding sentence, this Agreement may be
immediately terminated by Wells Fargo with the consent of MBIA. Following the
Servicing Transfer Date, upon any event described in second sentence of this
Section 4.01(b), Wells Fargo may terminate, with the consent of MBIA,
Countrywide only as permitted under the Pooling and Servicing
Agreement.


          
(c)  No Violation. Neither the execution and delivery by
Countrywide of this Agreement, nor the consummation by it of the transactions
contemplated hereby, nor the performance of and compliance by Countrywide with
the provisions hereof or of the Pooling and Servicing Agreement, will conflict
with or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation, charter or
by-laws) of Countrywide, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Countrywide, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document (including, without limitation, the Pooling and
Servicing Agreement) to which Countrywide is a party or by which it is bound, or
result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Countrywide is not otherwise
in violation of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide.


          
(d)  Authorization and Enforceability. The execution and
delivery by Countrywide of this Agreement, the consummation of the transactions
contemplated hereby, and the performance and compliance by Countrywide with the
terms hereof and of the Pooling and Servicing Agreement are within the powers of
Countrywide, and have been duly authorized by all necessary action on the part
of Countrywide. This Agreement has been duly executed and delivered by
Countrywide and constitutes the legal, valid and binding obligation of
Countrywide, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting creditors’ rights generally, and to general principles of
equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide.


          
(e)  Approvals and Permits. Countrywide possesses such
certificates, authorizations, licenses, and permits issued by the appropriate
state, federal, and foreign regulatory agencies or bodies necessary to conduct
the business now operated by it and contemplated by the terms of this Agreement,
and Countrywide has not received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization, or permit
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling, or finding, would materially and adversely affect the conduct of the
business, operations, financial condition, or income of Countrywide.


          
(f)  No Litigation or Adverse Conditions. No litigation is
pending or, to the best of Countrywide ‘s knowledge, threatened against it,
which, if determined adversely to Countrywide would prohibit Countrywide from
entering into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement.


          (g)  
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          
(h)  FannieMae-Approved. Countrywide is a FannieMae approved
seller/servicer of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          
(a)  No Violation. Neither the execution and delivery by Delta of
this Agreement, nor the consummation by it of the transactions contemplated
hereby, nor the performance of and compliance by Delta with the provisions
hereof, will conflict with or result in a breach or violation of, or constitute
a default (or an event which, with notice or the lapse of time, or both, would
constitute a default) under, the organizational documents (its articles of
incorporation or charter or by-laws) of Delta, or any of the provisions of any
law, rule, regulation, judgment, decree, demand, or order (of any federal,
state, or local governmental or regulatory authority or court) binding on Delta,
or any of its properties, or any of the provisions of any indenture, mortgage,
contract, instrument, or other document to which Delta is a party or by which it
is bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of any
indenture, mortgage, contract, instrument, or other document. Delta is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority or
court), which violation, in Delta’s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder, or the financial condition of Delta. 


          (b)  
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          
(a)  The servicing and collection practices with respect to each
Mortgage Loan and the promissory note related to each Mortgage (the "Mortgage
Note) have been conducted in all respects in accordance with the terms of
Mortgage Note and in compliance with all applicable laws and regulations
(including, without limitation laws related to usury, truth in lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws) and in accordance with the proper, prudent and
customary practices in the mortgage origination and servicing business;



          
(b)  At all times since the execution of the Pooling and Servicing
Agreement, the Mortgage Loans and REO Properties have been serviced in
accordance with the provisions of the Pooling and Servicing Agreement;



          
(c)  All servicing records relating to each Mortgage Loan and REO
Property which Countrywide has received from Delta are true and correct in all
material respects, the unpaid principal balance of each Mortgage Loan is as
stated on the prior servicer’s ledger, computer printouts, and records
pertaining to each Mortgage Loan and REO Property received by Countrywide and
any amounts held in trust for the Mortgagor(s) are the true and correct balances
of the accounts related thereto; 


          
(d)  Other than foreclosure or an eviction proceeding and except as
disclosed to Countrywide in writing, there is no action, suit, proceeding,
investigation or litigation pending or, to Delta’s knowledge, threatened,
with respect to the Mortgage Loan or the Mortgaged Property or the REO Property;



          
(e)  Except as disclosed to Countrywide in writing, there are no
delinquent taxes, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments, or
other outstanding charges affecting the related Mortgaged Property or REO
Property. All homeowner association, condominium, PUD or similar assessments
have been timely paid to the appropriate party and properly accounted for;



          
(f)  The Mortgage Loan or REO Property is covered by a valid and
transferable tax service contract with Transamerica, or such other vendor as may
be reasonably acceptable to Countrywide; 


          
(g)  If the REO Property was acquired pursuant to a foreclosure sale,
such sale was conducted in accordance with applicable federal, state and local
law, and the Mortgagor with respect to the mortgage that was foreclosed upon has
no claims against the REO Property or the manner in which the foreclosure sale
was conducted; 


          
(h)  Trustee has good and marketable fee simple title to, and is the
sole owner and holder of, the REO Property free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security; 


          
(i)  There is no proceeding pending for the total or partial
condemnation of the REO Property. The REO Property is free of contamination from
Hazardous Substances, and no amount of any Hazardous Substance has been disposed
of or identified on, under or at the REO Property in violation of any federal,
state or municipal law, regulation or standard; and 


          
(j)  There are no broker commitments, listing agreements or sales
contracts in force with respect to the REO Property; and there are no other
management, service, supply, security, maintenance or other similar contracts or
agreements with respect to the REO Property which may affect the REO Property.



ARTICLE V 



DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party’s
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)  
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta’s representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide’s agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta’s failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)  
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide’s representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide’s indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta’s willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands, notices and
direction hereunder shall be in writing and sent by overnight mail, telecopy or
via e-mail and shall be deemed effective upon receipt to:


		(a)	
in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com



or such other address as may hereafter be furnished to Countrywide in writing.





		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo





		(c)	
in the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;





		(d)	
in the case of  MBIA,



MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

          
       Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com







          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.





          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 



		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             







Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement



MBIA Insurance Corporation

as Insurer



By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)






EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER



SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Calabasas, California 91302

Attention:  Thomas Lin, Portfolio Services Granada

Calabasas, California 91302



Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group



MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:   Delta Funding Home Equity Loan Trust 199_-__



Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide") Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [     ],
[     ] and ending on [     
     ], [     ].



	 
	[            
             
             
             
             ]



By:            
             
             
             
             

Name:        
             
             
             
             

Title:








Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.







Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo") and MBIA Insurance
Corporation, as the insurer ("Insurer" or "MBIA"), shall be effective as of
November 22, 2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing Agreement dated
as of November 30, 1998 by and among Delta, as seller and servicer, Wells Fargo
as trustee and MBIA Insurance Corporation, as certificate insurer ("Insurer" or
"MBIA"), as such may have been amended to date (the "Pooling and Servicing
Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement and has
been retained to service the Mortgage Loans pursuant to that certain servicing
agreement by and among Delta, Wells Fargo and MBIA dated November 13, 2000 (the
"Servicing Agreement"). 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to act as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns, or Delta's Servicing Term expires without renewal,
or Delta is otherwise removed as the "Servicer" under the Servicing Agreement.



          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          "
Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates that
back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
__________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)  
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation, termination or upon the expiration of the Servicing Term, under
the Servicing Agreement, Delta (or Wells Fargo, as applicable) shall provide
Countrywide with written notice of the same. Delta shall, along with
Countrywide's reasonable assistance, undertake all steps necessary to transfer,
or cause to be transferred, the primary servicing of the Mortgage Loans to
Countrywide by the thirtieth (30th) day following Countrywide's receipt of the
notice specified in the immediately preceding sentence, or such later date as
may be specified by MBIA or Wells Fargo in the notice that the Servicing Term
under the Servicing Agreement has not been renewed. Delta's obligations to
transfer the primary servicing of the Mortgage Loans to Countrywide, shall
include but not be limited to, the delivery of all servicing files, including
without duplication all correspondence between Delta and the Mortgagors. Upon
the transfer of servicing of the Mortgage Loans to Countrywide (the "Servicing
Transfer Date"), Countrywide shall cease to act as the Backup Servicer and shall
assume the responsibilities and duties and be entitled to all the rights and
benefits of the "Servicer" under the Pooling and Servicing Agreement. Without
limiting the generality of the preceding sentence, the parties hereto agree that
Countrywide, upon it appointment as successor servicer under the Pooling and
Servicing Agreement, will immediately assume the obligations of the servicer to
make Monthly Advances and Servicing Advances to the extent required under the
Pooling and Servicing Agreement with full right to reimbursement therefore in
accordance with the terms and conditions of the Pooling and Servicing Agreement.
If Countrywide is ineligible to become the successor servicer under the Pooling
and Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)  
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)  
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to ____________________________ (the "Backup Servicing Fee"). 


          (b)  
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)  
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing Agreement
shall be conditioned upon the satisfaction of all conditions by the appropriate
parties, necessary for the transfer of the servicing of the Mortgage Loans to
Countrywide under the Pooling and Servicing Agreement, including, but not
limited to obtaining the prior written approval of Wells Fargo, the Insurer and,
the Rating Agencies. The parties hereto acknowledge and agree that MBIA's
consent, if given, to Countrywide's succession as "Servicer" under the Pooling
and Servicing Agreement will be subject to the Servicing Term described in
Section 3.04 of this Agreement and may be conditioned upon such requirements as
the Insurer and Countrywide may agree to at the time it gives such consent.
Delta hereby agrees to pay all of the costs and expenses of the transfer of
servicing to the Backup Servicer hereunder and Delta hereby agrees to pay the
costs and expenses for all of the parties hereto for the enforcement of such
parties' rights hereunder. Notwithstanding anything to the contrary contained
herein, it is acknowledged, understood and agreed that Countrywide shall have no
obligation to incur any out of pocket cost or expenses (including without
limitation, legal fees) in order to compel the performance of any obligations by
any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES

          
Section 3.01  Transfer of Servicing.


          (a)  
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)  
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)  
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided herein,
Countrywide shall service each Mortgage Loan in compliance with the terms and
conditions of the Pooling and Servicing Agreement, and except as otherwise
provided herein, Countrywide shall succeed to and undertake the rights, duties,
and obligations of Delta to service the Mortgage Loans in accordance with the
terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


          (a)  
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Servicing Agreement, (ii) Delta's Servicing Term under the
Servicing Agreement expires without renewal or (iii) Delta is otherwise removed
as Servicer under the Servicing Agreement prior to the one (1) year anniversary
of this Agreement, Delta shall pay Countrywide an amount equal to the difference
of (x) the Backup Servicing Fee that would have been earned by Countrywide
during the twelve one month periods as Backup Servicer following the execution
of this Agreement and (y) the amount of Backup Servicing Fees actually paid to
Countrywide and to the extent that Countrywide has not succeeded as the servicer
of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's right and
obligation to service as the Backup Servicer or succeed Delta as the servicer of
the Mortgage Loans under this Agreement shall terminate.


          (b)  
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties hereunder,
or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)  
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing Term may be
renewed by MBIA or the Trustee as set forth below. MBIA may, in its sole
discretion, send or direct the Trustee, in writing, to send a written notice (a
"Servicer Extension Notice"), in the form of Exhibit A hereto, to Countrywide
and Wells Fargo (or MBIA as the case may be), extending the Servicing Term for
one or more 90-day terms or terms of any other duration (not less than 90 days)
specified by the Insurer or the Trustee (at the direction of MBIA) in the
related Servicer Extension Notice (each, a "Servicing Period"). Any Servicer
Extension Notice shall be delivered to such parties no later than ten (10)
Business Days prior to the expiration of the existing Servicing Period;
provided, however, that any such Servicer Extension Notice that extends the
Servicing Term beyond the existing Servicing Term is revocable by MBIA, in it
sole discretion, at any time before the expiration of such ten (10) Business Day
period. Countrywide shall be bound upon its receipt of any such Servicer
Extension Notice, for the duration of the Servicing Period and each successive
term covered by such Servicer Extension Notice to act as the "Servicer" of the
Mortgage Loans under the Pooling and Servicing Agreement, unless sooner
terminated in accordance with Article VIII of the Pooling and Servicing
Agreement. If a Servicer Extension Notice is delivered after the expiration of
the existing Servicing Term, MBIA and Countrywide may agree that Countrywide
shall be bound for the Servicing Term covered by such Servicer Extension Notice
to act as the Servicer of the Mortgage Loans hereunder, unless Countrywide is
otherwise terminated under this Agreement. Unless a Servicer Extension Notice is
sent, this Servicing Agreement and all of the Servicer's rights and obligations
shall expire at the end of the applicable Servicing Period. 


          (b)  
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day prior to the
expiration of the existing Servicing Period, then Wells Fargo may notify MBIA to
that effect and inquire as to whether MBIA will direct Wells Fargo to send
Countrywide a Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES

          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)  
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement.



          (b)  
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of MBIA, Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)  
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)  
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)  
Approvals and Permits. Countrywide possesses such certificates, authorizations,
licenses, and permits issued by the appropriate state, federal, and foreign
regulatory agencies or bodies necessary to conduct the business now operated by
it and contemplated by the terms of this Agreement, and Countrywide has not
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization, or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling, or finding, would
materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)  
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement.



          (g)  
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          
(h)  FannieMae-Approved. Countrywide is a FannieMae approved
seller/servicer of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)  
No Violation. Neither the execution and delivery by Delta of this Agreement, nor
the consummation by it of the transactions contemplated hereby, nor the
performance of and compliance by Delta with the provisions hereof, will conflict
with or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation or charter or
by-laws) of Delta, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Delta, or any of its properties, or
any of the provisions of any indenture, mortgage, contract, instrument, or other
document to which Delta is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Delta is not otherwise in violation of
any law, rule, regulation, judgment, decree, demand, or order (of any federal,
state or local governmental or regulatory authority or court), which violation,
in Delta's good faith and reasonable judgment, is likely to affect materially
and adversely either its ability to perform its obligations hereunder, or the
financial condition of Delta. 


          (b)  
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors' rights
generally, and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law. Delta need not
obtain any other consents, approvals, authorizations, or orders of, any court,
regulatory authority or other governmental body having jurisdiction over Delta,
which consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by Delta.



          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)  
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)  
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)  
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)  
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)  
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)  
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)  
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h) Trustee has good and
marketable fee simple title to, and is the sole owner and holder of, the REO
Property free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security; 


          (i)  
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)  
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V



DEFAULT

          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a breach of
its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party's
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)  
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta's representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide's agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta's failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)  
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS

          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement, Countrywide
shall use February 28(29) as the end of its fiscal year for purposes of
preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In the
event Countrywide succeeds Delta as the "Servicer" under the Pooling and
Servicing Agreement, Countrywide shall use February 28(29) as the end of its
fiscal year for purposes of preparing and delivering its Annual Independent
Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument.



          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.



          Section
6.06 Notices. Unless otherwise provided herein, all demands, notices and
direction hereunder shall be in writing and sent by overnight mail, telecopy or
via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

    Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity.



          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.





          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)




EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER


SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Calabasas, California 91302

Attention:  Thomas Lin, Portfolio Services Granada

Calabasas, California 91302



Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group



MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:   Delta Funding Home Equity Loan Trust 199_-__


Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide") Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [ ], [ ] and ending on
[          ], [ ]. 


	  	[        
            
          
          ]



By:           
          
          
          
          

Name:           
          
          
          
          

Title:








Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.







Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo") and MBIA Insurance
Corporation, as the insurer ("Insurer" or "MBIA"), shall be effective as of
November 22, 2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of February 28, 1999 by and among Delta, as seller and
servicer, Wells Fargo as trustee and MBIA Insurance Corporation, as certificate
insurer ("Insurer" or "MBIA"), as such may have been amended
to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to act as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns, or Delta's Servicing Term expires without renewal,
or Delta is otherwise removed as the "Servicer" under the Servicing Agreement.



          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are _____________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation, termination or upon the expiration of the Servicing Term, under
the Servicing Agreement, Delta (or Wells Fargo, as applicable) shall provide
Countrywide with written notice of the same. Delta shall, along with
Countrywide's reasonable assistance, undertake all steps necessary to transfer,
or cause to be transferred, the primary servicing of the Mortgage Loans to
Countrywide by the thirtieth (30th) day following Countrywide's receipt of the
notice specified in the immediately preceding sentence, or such later date as
may be specified by MBIA or Wells Fargo in the notice that the Servicing Term
under the Servicing Agreement has not been renewed. Delta's obligations to
transfer the primary servicing of the Mortgage Loans to Countrywide, shall
include but not be limited to, the delivery of all servicing files, including
without duplication all correspondence between Delta and the Mortgagors. Upon
the transfer of servicing of the Mortgage Loans to Countrywide (the "Servicing
Transfer Date"), Countrywide shall cease to act as the Backup Servicer and shall
assume the responsibilities and duties and be entitled to all the rights and
benefits of the "Servicer" under the Pooling and Servicing Agreement. Without
limiting the generality of the preceding sentence, the parties hereto agree that
Countrywide, upon it appointment as successor servicer under the Pooling and
Servicing Agreement, will immediately assume the obligations of the servicer to
make Monthly Advances and Servicing Advances to the extent required under the
Pooling and Servicing Agreement with full right to reimbursement therefore in
accordance with the terms and conditions of the Pooling and Servicing Agreement.
If Countrywide is ineligible to become the successor servicer under the Pooling
and Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to _____________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA's consent, if given, to Countrywide's succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties' rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto.



          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


          (a)
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Servicing Agreement, (ii) Delta's Servicing
Term under the Servicing Agreement expires without renewal or (iii) Delta is
otherwise removed as Servicer under the Servicing Agreement prior to the one (1)
year anniversary of this Agreement, Delta shall pay Countrywide an amount equal
to the difference of (x) the Backup Servicing Fee that would have been earned by
Countrywide during the twelve one month periods as Backup Servicer following the
execution of this Agreement and (y) the amount of Backup Servicing Fees actually
paid to Countrywide and to the extent that Countrywide has not succeeded as the
servicer of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's
right and obligation to service as the Backup Servicer or succeed Delta as the
servicer of the Mortgage Loans under this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer's rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of MBIA, Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer of
single-family first and second lien mortgage loans in good standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party's
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta's representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide's agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta's failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

    Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.





          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)




EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER


SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Calabasas, California 91302

Attention:  Thomas Lin, Portfolio Services Granada

Calabasas, California 91302



Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group



MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:   Delta Funding Home Equity Loan Trust 199_-__


Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide") Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [ ], [ ] and ending on
[          ], [ ]. 


	  	[        
            
          
          ]



By:           
          
          
          
          

Name:           
          
          
          
          

Title:          
          
          
          
          










Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.









Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide") and
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo"), shall be effective
as of November 22, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing
Agreement dated as of August 31, 1997 by and among Delta, as seller and servicer
and Wells Fargo, as trustee (the "Trustee") (the "Pooling and
Servicing Agreement"); and 


          Countrywide
has agreed to act as a "backup" servicer ("Backup Servicer")
of the Mortgage Loans and has further agreed to succeed Delta as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns or is
otherwise removed as the "Servicer" under the Pooling and Servicing
Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received on or
prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates that
back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Wells Fargo, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by Wells Fargo in the
above notice. Delta's obligations to transfer the primary servicing of the
Mortgage Loans to Countrywide, shall include but not be limited to, the delivery
of all servicing files, including without duplication all correspondence between
Delta and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans
to Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act
as the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Wells Fargo is required to assume such duties,
either as trustee, securities administrator or successor servicer, Wells Fargo
may at its discretion, (i) retain Countrywide to act a subservicer of the
Mortgage Loans and Countrywide shall perform all permitted servicing functions
on behalf of Wells Fargo under the Pooling and Servicing Agreement or (ii)
appoint another entity to act as successor servicer and Countrywide shall
reimburse Wells Fargo up to $25,000 in the aggregate and without duplication
with respect to all Pooling and Servicing Agreements where Countrywide is acting
as Backup Servicer and Wells Fargo is Trustee, for costs and expenses reasonably
incurred by Wells Fargo in appointing such successor servicer. If Countrywide is
retained as a subservicer of the Mortgage Loans pursuant to clause (i) in the
immediately preceding sentence, (x) Countrywide and Wells Fargo shall execute a
subservicing agreement containing terms substantially similar to the terms
concerning compensation and limitation of liability that are set forth in this
Agreement, (y) Wells Fargo may reasonably monitor Countrywide to confirm that
servicing is being performed as required by the Pooling and Servicing Agreement
and (z) Countrywide's duties as subservicer will cease upon the earlier of its
appointment as successor servicer under the Pooling and Servicing Agreement or
the termination of Wells Fargo's servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to ______________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all costs
incurred in connection with the transfer of the servicing of the Mortgage Loans
to Countrywide, including but not limited to the preparation and recording of
all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing Agreement
shall be conditioned upon the satisfaction of all conditions by the appropriate
parties, necessary for the transfer of the servicing of the Mortgage Loans to
Countrywide under the Pooling and Servicing Agreement, including, but not
limited to obtaining the prior written approval of Wells Fargo and, the Rating
Agencies. Notwithstanding anything to the contrary contained herein, it is
acknowledged, understood and agreed that Countrywide shall have no obligation to
incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide with a certificate of an officer of Wells
Fargo that, to the best of such officer's knowledge: (i) contains a
complete description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Wells Fargo concerning deposits into or
withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo or Delta as permitted herein. 


          (a)
Neither Delta or Wells Fargo may terminate this Agreement before the one (1)
year anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Wells Fargo, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Pooling and Servicing Agreementor (ii)
Delta is otherwise removed as Servicer under the Pooling and Servicing Agreement
prior to the one (1) year anniversary of this Agreement, Delta shall pay
Countrywide an amount equal to the difference of (x) the Backup Servicing Fee
that would have been earned by Countrywide during the twelve one month periods
as Backup Servicer following the execution of this Agreement and (y) the amount
of Backup Servicing Fees actually paid to Countrywide andto the extent that
Countrywide has not succeeded as the servicer of the Mortgage Loans pursuant to
Section 2.01(a) above, Countrywide's right and obligation to service as the
Backup Servicer or succeed Delta as the servicer of the Mortgage Loans under
this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Wells Fargo and may be Wells Fargo) has fully assumed
in writing all of Countrywide's obligations and duties hereunder, or (b)
upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Wells Fargo within
thirty (30) days following the receipt by Wells Fargo of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a successor
servicer under the Pooling and Servicing Agreement with respect to a NIM Related
Trust, Countrywide agrees to waive any right to purchase related mortgage loans
whenever the outstanding principal balances of such mortgage loans is less than
10% of the aggregate principal balances of all mortgage loans as of the related
cut-off date for so long as any securities issued by the NIM Related Trust are
outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Wells Fargo: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement.



          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo and Delta
in writing. Prior to the Servicing Transfer Date, upon any event described in
the immediately preceding sentence, this Agreement may be immediately terminated
by Wells Fargo. Following the Servicing Transfer Date, upon any event described
in second sentence of this Section 4.01(b), Wells Fargo may terminate
Countrywide only as permitted under the Pooling and Servicing Agreement.



          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and Wells Fargo: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors' rights
generally, and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law. Delta need not
obtain any other consents, approvals, authorizations, or orders of, any court,
regulatory authority or other governmental body having jurisdiction over Delta,
which consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by Delta.



          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V



DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party's continued failure to
cure such breach, the non-breaching party shall be entitled to its remedies set
forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta's representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide's
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta's failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Wells Fargo or Countrywide, as the case may be for amounts pursuant to
which Countrywide is entitled to indemnification hereunder as such Damages are
incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo and Delta harmless
from and against any and all Damages incurred by Wells Fargo and Delta in
connection with third-party claims resulting from (i) any act or omission on the
part of Countrywide which occurred in connection with the servicing of a
Mortgage Loan at any time after the Servicing Transfer Date; or (ii) a breach of
any of Countrywide's representations, warranties or covenants, or
obligations, contained herein; provided, however, that Countrywide's
indemnity obligation hereunder shall not extend to any Damages recoverable by
Delta and Wells Fargo under the terms of the Pooling and Servicing Agreement or
any Damages to the extent caused by Delta's willful misconduct or
negligence. Countrywide shall reimburse Delta for amounts pursuant to which
Delta is entitled to indemnification hereunder as such amounts are incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement, Countrywide
shall use February 28(29) as the end of its fiscal year for purposes of
preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In the
event Countrywide succeeds Delta as the "Servicer" under the Pooling and
Servicing Agreement, Countrywide shall use February 28(29) as the end of its
fiscal year for purposes of preparing and delivering its Annual Independent
Certified Public Accountant's Report. 


          
Section 6.03 Amendment. This Agreement may be amended from time to time
by written agreement signed by each of the parties hereto.


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument.



          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.



          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity.



          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.




          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)







Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide") and Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo"), shall be effective as of November 22, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing
Agreement dated as of November 30, 1997 by and among Delta, as seller and
servicer and Wells Fargo, as trustee (the "Trustee") (the
"Pooling and Servicing Agreement"); and 


          Countrywide
has agreed to act as a "backup" servicer ("Backup Servicer")
of the Mortgage Loans and has further agreed to succeed Delta as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns or is
otherwise removed as the "Servicer" under the Pooling and Servicing
Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS

          
Section 1.01 Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are _________ days Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received on or
prior to the next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to
_____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II



APPOINTMENT OF COUNTRYWIDE

          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)  
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
        During the Backup Servicing
Period, Delta shall provide Countrywide (i) on the fifth Business Day prior to a
monthly Distribution Date, a computer file that contains the information
required under Section 5.03(a) of the Pooling and Servicing Agreement (to the
extent it pertains to the Mortgage Loans), as of the end of the related
preceding Due Period, (ii) at a minimum, quarterly master mortgage loan
servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
        Immediately, upon its
resignation or termination under the Pooling and Servicing Agreement, Delta (or
Wells Fargo, as applicable) shall provide Countrywide with written notice of the
same. Delta shall, along with Countrywide's reasonable assistance, undertake all
steps necessary to transfer, or cause to be transferred, the primary servicing
of the Mortgage Loans to Countrywide by the thirtieth (30th) day following
Countrywide's receipt of the notice specified in the immediately preceding
sentence, or such later date as may be specified by Wells Fargo in the above
notice. Delta's obligations to transfer the primary servicing of the Mortgage
Loans to Countrywide, shall include but not be limited to, the delivery of all
servicing files, including without duplication all correspondence between Delta
and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans to
Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act as
the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Wells Fargo is required to assume such duties,
either as trustee, securities administrator or successor servicer, Wells Fargo
may at its discretion, (i) retain Countrywide to act a subservicer of the
Mortgage Loans and Countrywide shall perform all permitted servicing functions
on behalf of Wells Fargo under the Pooling and Servicing Agreement or (ii)
appoint another entity to act as successor servicer and Countrywide shall
reimburse Wells Fargo up to $25,000 in the aggregate and without duplication
with respect to all Pooling and Servicing Agreements where Countrywide is acting
as Backup Servicer and Wells Fargo is Trustee, for costs and expenses reasonably
incurred by Wells Fargo in appointing such successor servicer. If Countrywide is
retained as a subservicer of the Mortgage Loans pursuant to clause (i) in the
immediately preceding sentence, (x) Countrywide and Wells Fargo shall execute a
subservicing agreement containing terms substantially similar to the terms
concerning compensation and limitation of liability that are set forth in this
Agreement, (y) Wells Fargo may reasonably monitor Countrywide to confirm that
servicing is being performed as required by the Pooling and Servicing Agreement
and (z) Countrywide's duties as subservicer will cease upon the earlier of its
appointment as successor servicer under the Pooling and Servicing Agreement or
the termination of Wells Fargo's servicing duties.


        (b)  
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following
compensation:


          
(a)  During the Backup Servicing Period, Delta out of its compensation
as Servicer under the Pooling and Servicing Agreement, shall pay to Countrywide
on the second Business Day preceding the related Distribution Date, a monthly
fee equal to ________________________ (the "Backup Servicing Fee").


          
(b)  Beginning on the Servicing Transfer Date, Countrywide shall be
entitled to receive the Servicing Compensation.


          
(c) If on the Servicing Transfer Date the unpaid principal balance of the
Delinquent Loans exceeds ________________ of the unpaid principal balance of
the Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates.


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo and, the
Rating Agencies. Notwithstanding anything to the contrary contained herein, it
is acknowledged, understood and agreed that Countrywide shall have no obligation
to incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES

          
Section 3.01 Transfer of Servicing.


          (a)  
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)  
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)  
Wells Fargo shall provide Countrywide with a certificate of an officer of Wells
Fargo that, to the best of such officer’s knowledge: (i) contains a
complete description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Wells Fargo concerning deposits into or
withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo or Delta as permitted herein. 


          (a)  
Neither Delta or Wells Fargo may terminate this Agreement before the one (1)
year anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Wells Fargo, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Pooling and Servicing Agreementor (ii) Delta is otherwise
removed as Servicer under the Pooling and Servicing Agreement prior to the one
(1) year anniversary of this Agreement, Delta shall pay Countrywide an amount
equal to the difference of (x) the Backup Servicing Fee that would have been
earned by Countrywide during the twelve one month periods as Backup Servicer
following the execution of this Agreement and (y) the amount of Backup Servicing
Fees actually paid to Countrywide andto the extent that Countrywide has not
succeeded as the servicer of the Mortgage Loans pursuant to Section 2.01(a)
above, Countrywide's right and obligation to service as the Backup Servicer or
succeed Delta as the servicer of the Mortgage Loans under this Agreement shall
terminate.


          (b)  
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Wells Fargo and may be Wells Fargo) has fully assumed
in writing all of Countrywide’s obligations and duties hereunder, or (b)
upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Wells Fargo within
thirty (30) days following the receipt by Wells Fargo of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES

          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Wells Fargo: 


          
(a)    Organization and Good Standing. Countrywide is an
entity duly organized, validly existing, and in good standing under the laws of
the state of New York, and is in compliance with the laws of each state in which
any property is located to the extent necessary to ensure the enforceability of
each Mortgage Loan and to perform its obligations hereunder and the Pooling and
Servicing Agreement.


          
(b)  Eligibility to Act as a Servicer. Countrywide hereby
represents and warrants that it meets the eligibility requirements to be a
successor servicer under the Pooling and Servicing Agreement as of the date of
this Agreement. If Countrywide ceases to meet the eligibility requirements under
a Pooling and Servicing Agreement, Countrywide shall immediately notify Wells
Fargo and Delta in writing. Prior to the Servicing Transfer Date, upon any event
described in the immediately preceding sentence, this Agreement may be
immediately terminated by Wells Fargo. Following the Servicing Transfer Date,
upon any event described in second sentence of this Section 4.01(b), Wells Fargo
may terminate Countrywide only as permitted under the Pooling and Servicing
Agreement.


          (c)  No Violation. Neither the execution and delivery by
Countrywide of this Agreement, nor the consummation by it of the transactions
contemplated hereby, nor the performance of and compliance by Countrywide with
the provisions hereof or of the Pooling and Servicing Agreement, will conflict
with or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation, charter or
by-laws) of Countrywide, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Countrywide, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document (including, without limitation, the Pooling and
Servicing Agreement) to which Countrywide is a party or by which it is bound, or
result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Countrywide is not otherwise
in violation of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide.


          
(d) Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors’ rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide.


          
(e)  Approvals and Permits. Countrywide possesses such
certificates, authorizations, licenses, and permits issued by the appropriate
state, federal, and foreign regulatory agencies or bodies necessary to conduct
the business now operated by it and contemplated by the terms of this Agreement,
and Countrywide has not received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization, or permit
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling, or finding, would materially and adversely affect the conduct of the
business, operations, financial condition, or income of Countrywide.


          
(f)  No Litigation or Adverse Conditions. No litigation is
pending or, to the best of Countrywide ‘s knowledge, threatened against it,
which, if determined adversely to Countrywide would prohibit Countrywide from
entering into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement.


          
(g)  Fidelity Bond; Errors and Omission Insurance. Each
officer, director, employee, consultant and advisor of Countrywide with
responsibilities concerning the servicing and administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage required under the Pooling and Servicing
Agreement for it to maintain. Neither Countrywide nor any of its officers,
directors, employees, consultants, or advisors involved in the servicing or
administration of the Mortgage Loans has been refused such coverage or
insurance.


          
(h)  FannieMae-Approved. Countrywide is a FannieMae approved
seller/servicer of single-family first and second lien mortgage loans in good
standing.


          Section 4.02
Organizational Representations and Warranties and Other Related Warranties of
Delta. Delta hereby makes the following representations and warranties to
Countrywide and Wells Fargo: 


          
(a)  No Violation. Neither the execution and delivery by Delta
of this Agreement, nor the consummation by it of the transactions contemplated
hereby, nor the performance of and compliance by Delta with the provisions
hereof, will conflict with or result in a breach or violation of, or constitute
a default (or an event which, with notice or the lapse of time, or both, would
constitute a default) under, the organizational documents (its articles of
incorporation or charter or by-laws) of Delta, or any of the provisions of any
law, rule, regulation, judgment, decree, demand, or order (of any federal,
state, or local governmental or regulatory authority or court) binding on Delta,
or any of its properties, or any of the provisions of any indenture, mortgage,
contract, instrument, or other document to which Delta is a party or by which it
is bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of any
indenture, mortgage, contract, instrument, or other document. Delta is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority or
court), which violation, in Delta’s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder, or the financial condition of Delta.


          (b)  
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          
(a)  The servicing and collection practices with respect to each
Mortgage Loan and the promissory note related to each Mortgage (the "Mortgage
Note) have been conducted in all respects in accordance with the terms of
Mortgage Note and in compliance with all applicable laws and regulations
(including, without limitation laws related to usury, truth in lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws) and in accordance with the proper, prudent and
customary practices in the mortgage origination and servicing business;


          
(b)  At all times since the execution of the Pooling and Servicing
Agreement, the Mortgage Loans and REO Properties have been serviced in
accordance with the provisions of the Pooling and Servicing Agreement;



          
(c)  All servicing records relating to each Mortgage Loan and REO
Property which Countrywide has received from Delta are true and correct in all
material respects, the unpaid principal balance of each Mortgage Loan is as
stated on the prior servicer’s ledger, computer printouts, and records
pertaining to each Mortgage Loan and REO Property received by Countrywide and
any amounts held in trust for the Mortgagor(s) are the true and correct balances
of the accounts related thereto; 


          
(d)  Other than foreclosure or an eviction proceeding and except as
disclosed to Countrywide in writing, there is no action, suit, proceeding,
investigation or litigation pending or, to Delta’s knowledge, threatened,
with respect to the Mortgage Loan or the Mortgaged Property or the REO Property;



          
(e)  Except as disclosed to Countrywide in writing, there are no
delinquent taxes, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments, or
other outstanding charges affecting the related Mortgaged Property or REO
Property. All homeowner association, condominium, PUD or similar assessments
have been timely paid to the appropriate party and properly accounted for;



          (f)
  The Mortgage Loan or REO Property is covered by a valid and
transferable tax service contract with Transamerica, or such other vendor as may
be reasonably acceptable to Countrywide; 


          (g)
  If the REO Property was acquired pursuant to a foreclosure sale,
such sale was conducted in accordance with applicable federal, state and local
law, and the Mortgagor with respect to the mortgage that was foreclosed upon has
no claims against the REO Property or the manner in which the foreclosure sale
was conducted; 


          
(h)  Trustee has good and marketable fee simple title to, and is the
sole owner and holder of, the REO Property free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security; 


          
(i)  There is no proceeding pending for the total or partial
condemnation of the REO Property. The REO Property is free of contamination from
Hazardous Substances, and no amount of any Hazardous Substance has been disposed
of or identified on, under or at the REO Property in violation of any federal,
state or municipal law, regulation or standard; and 


          
(j)  There are no broker commitments, listing agreements or sales
contracts in force with respect to the REO Property; and there are no other
management, service, supply, security, maintenance or other similar contracts or
agreements with respect to the REO Property which may affect the REO Property.



ARTICLE V



DEFAULT

          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party’s continued failure
to cure such breach, the non-breaching party shall be entitled to its remedies
set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)  
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta’s representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide’s
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta’s failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Wells Fargo or Countrywide, as the case may be for amounts pursuant to
which Countrywide is entitled to indemnification hereunder as such Damages are
incurred. 


          (b)  
Countrywide agrees to indemnify, defend, and hold Wells Fargo and Delta harmless
from and against any and all Damages incurred by Wells Fargo and Delta in
connection with third-party claims resulting from (i) any act or omission on the
part of Countrywide which occurred in connection with the servicing of a
Mortgage Loan at any time after the Servicing Transfer Date; or (ii) a breach of
any of Countrywide’s representations, warranties or covenants, or
obligations, contained herein; provided, however, that Countrywide’s
indemnity obligation hereunder shall not extend to any Damages recoverable by
Delta and Wells Fargo under the terms of the Pooling and Servicing Agreement or
any Damages to the extent caused by Delta’s willful misconduct or
negligence. Countrywide shall reimburse Delta for amounts pursuant to which
Delta is entitled to indemnification hereunder as such amounts are incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS

          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          
Section 6.03 Amendment. This Agreement may be amended from time to time
by written agreement signed by each of the parties hereto.


        Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


		(a)	
in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com



or such other address as may hereafter be furnished to Countrywide in writing.





		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo






		(c)	
in the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;






          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.





          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 



		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:        
             
             
             
             

Title:            
             
             
             
           





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:        
             
             
             
             

Title:            
             
             
             
           





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:       
             
             
             
             

Title:          
             
             
             
             







SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)






Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide") and Bank One, N.A., in its capacity as Trustee
under the Pooling and Servicing Agreement (as defined below) ("Bank
One"), shall be effective as of November 22, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing
Agreement dated as of February 28, 1998 by and among Delta, as seller and
servicer and Bank One, as trustee (the "Trustee") (the "Pooling
and Servicing Agreement"); and 


          
Countrywide has agreed to act as a "backup" servicer ("Backup Servicer") of the
Mortgage Loans and has further agreed to succeed Delta as "Servicer" under the
Pooling and Servicing Agreement and provide primary servicing of the Mortgage
Loans in the event that Delta resigns or is otherwise removed as the "Servicer"
under the Pooling and Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Bank One and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          
"NIM Related Trust" means a trust which issued Excess Cashflow
Certificates that back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
____________________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Bank One and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Bank One, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by Bank One in the
above notice. Delta's obligations to transfer the primary servicing of the
Mortgage Loans to Countrywide, shall include but not be limited to, the delivery
of all servicing files, including without duplication all correspondence between
Delta and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans
to Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act
as the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Bank One is required to assume such duties,
either as trustee, securities administrator or successor servicer, Bank One may
at its discretion, (i) retain Countrywide to act a subservicer of the Mortgage
Loans and Countrywide shall perform all permitted servicing functions on behalf
of Bank One under the Pooling and Servicing Agreement or (ii) appoint another
entity to act as successor servicer and Countrywide shall reimburse Bank One up
to $25,000 in the aggregate and without duplication with respect to all Pooling
and Servicing Agreements where Countrywide is acting as Backup Servicer and Bank
One is Trustee, for costs and expenses reasonably incurred by Bank One in
appointing such successor servicer. If Countrywide is retained as a subservicer
of the Mortgage Loans pursuant to clause (i) in the immediately preceding
sentence, (x) Countrywide and Bank One shall execute a subservicing agreement
containing terms substantially similar to the terms concerning compensation and
limitation of liability that are set forth in this Agreement, (y) Bank One may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Bank One's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Bank One assumes and neither Countrywide nor Bank One shall have
any liability for any costs, losses, claims, liabilities, fines, penalties or
expenses (including interest which may be imposed in connection therewith and
court costs and fees and disbursements of counsel) arising under the Pooling and
Servicing Agreement or otherwise, which may be incurred as a result of any act
or omission on the part of any party (including without limitation, Delta or any
of its sub-servicers) in connection with the origination, receiving, processing,
funding or servicing of any Mortgage Loan at any time prior to the Servicing
Transfer Date, except in all cases, as set forth in the Pooling and Servicing
Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to _________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Bank One. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Bank
One. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Bank One, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Bank One and, the Rating
Agencies. Notwithstanding anything to the contrary contained herein, it is
acknowledged, understood and agreed that Countrywide shall have no obligation to
incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Bank One has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to pay to Bank One within thirty (30)
days of the date on which Countrywide is appointed as successor servicer, an
amount equal to the unreimbursed Monthly Advances or Servicing Advances that
have been made by Bank One to the Trust. Bank One shall provide Countrywide with
a certificate of an officer of Bank One that certifies and sets forth the amount
of the Monthly Advances and Servicing Advances made by Bank One to the Trust.
Notwithstanding anything to the contrary herein, Countrywide shall not reimburse
Bank One in the manner contemplated in the Section 2.05(a), for any Monthly
Advances or Servicing Advances owed to Bank One as the result of Bank One's
reimbursement of Delta for any Monthly Advances or Servicing Advances made by
Delta. Such advances will be reimbursed to Bank One in pursuant to Section
2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Bank One
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Bank One shall provide Countrywide with a certificate of an officer of Bank One
that, to the best of such officer's knowledge: (i) contains a complete
description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Bank One concerning deposits into or withdrawals
from the related Collection Account and all disputes relating to Delta's
servicing activities or practices; and (ii) confirmation that all reports
required to be filed with Bank One by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Bank One or Delta as permitted herein. 


          (a)
Neither Delta or Bank One may terminate this Agreement before the one (1) year
anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Bank One, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Pooling and Servicing Agreementor (ii)
Delta is otherwise removed as Servicer under the Pooling and Servicing Agreement
prior to the one (1) year anniversary of this Agreement, Delta shall pay
Countrywide an amount equal to the difference of (x) the Backup Servicing Fee
that would have been earned by Countrywide during the twelve one month periods
as Backup Servicer following the execution of this Agreement and (y) the amount
of Backup Servicing Fees actually paid to Countrywide andto the extent that
Countrywide has not succeeded as the servicer of the Mortgage Loans pursuant to
Section 2.01(a) above, Countrywide's right and obligation to service as the
Backup Servicer or succeed Delta as the servicer of the Mortgage Loans under
this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Bank One in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Bank One and may be Bank One) has fully assumed in
writing all of Countrywide's obligations and duties hereunder, or (b) upon
the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Bank One within
thirty (30) days following the receipt by Bank One of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Bank One: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Bank One and Delta in
writing. Prior to the Servicing Transfer Date, upon any event described in the
immediately preceding sentence, this Agreement may be immediately terminated by
Bank One. Following the Servicing Transfer Date, upon any event described in
second sentence of this Section 4.01(b), Bank One may terminate Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and Bank One: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party's continued failure
to cure such breach, the non-breaching party shall be entitled to its remedies
set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Bank One, in its corporate capacity
and as Trustee under the Pooling and Servicing Agreement and Countrywide
harmless from and against any and all costs, demands, losses, claims,
liabilities, fines, penalties and expenses (including interest which may be
imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Bank One or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta's representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide's
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta's failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Bank One or Countrywide, as the case may be for amounts pursuant to
which Countrywide is entitled to indemnification hereunder as such Damages are
incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Bank One and Delta harmless
from and against any and all Damages incurred by Bank One and Delta in
connection with third-party claims resulting from (i) any act or omission on the
part of Countrywide which occurred in connection with the servicing of a
Mortgage Loan at any time after the Servicing Transfer Date; or (ii) a breach of
any of Countrywide's representations, warranties or covenants, or
obligations, contained herein; provided, however, that Countrywide's
indemnity obligation hereunder shall not extend to any Damages recoverable by
Delta and Bank One under the terms of the Pooling and Servicing Agreement or any
Damages to the extent caused by Delta's willful misconduct or negligence.
Countrywide shall reimburse Delta for amounts pursuant to which Delta is
entitled to indemnification hereunder as such amounts are incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          
Section 6.03 Amendment. This Agreement may be amended from time to time
by written agreement signed by each of the parties hereto.


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	In the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Bank One,

________________________

________________________

________________________

Attention: Sandy Whalen

Telephone: (212) 373-1184

Facsimile: (212) 373-1383





	  	  	or such other address that may hereinafter be
furnished by Bank One





	  	(c)	In the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Bank One and the Insurer; provided, however, this shall not
prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed to
create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent contractor.



          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





BANK ONE, N.A.

as Bank One

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)





Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide"), Bank One N.A., in its capacity as Trustee under
the Pooling and Servicing Agreement (as defined below) ("Bank One")
and Wells Fargo Bank Minnesota, N.A., as Securities Administrator, shall be
effective as of December 6, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing
Agreement dated as of May 31, 1999 by and among Delta, as seller and servicer ,
Bank One, N.A., as successor to The First National Bank of Chicago, as trustee
(the "Trustee"), and Wells Fargo Bank Minnesota, N.A. as successor to
Norwest Bank Minnesota, N.A., as securities administrator (the "Pooling and
Servicing Agreement"); and 


          Countrywide
has agreed to act as a "backup" servicer ("Backup Servicer")
of the Mortgage Loans and has further agreed to succeed Delta as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns or is
otherwise removed as the "Servicer" under the Pooling and Servicing
Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Bank One and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          
"NIM Related Trust" means a trust which issued Excess Cashflow
Certificates that back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
________________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Bank One and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Bank One, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by Bank One in the
above notice. Delta's obligations to transfer the primary servicing of the
Mortgage Loans to Countrywide, shall include but not be limited to, the delivery
of all servicing files, including without duplication all correspondence between
Delta and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans
to Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act
as the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Bank One is required to assume such duties,
either as trustee, securities administrator or successor servicer, Bank One may
at its discretion, (i) retain Countrywide to act a subservicer of the Mortgage
Loans and Countrywide shall perform all permitted servicing functions on behalf
of Bank One under the Pooling and Servicing Agreement or (ii) appoint another
entity to act as successor servicer and Countrywide shall reimburse Bank One up
to $25,000 in the aggregate and without duplication with respect to all Pooling
and Servicing Agreements where Countrywide is acting as Backup Servicer and Bank
One is Trustee, for costs and expenses reasonably incurred by Bank One in
appointing such successor servicer. If Countrywide is retained as a subservicer
of the Mortgage Loans pursuant to clause (i) in the immediately preceding
sentence, (x) Countrywide and Bank One shall execute a subservicing agreement
containing terms substantially similar to the terms concerning compensation and
limitation of liability that are set forth in this Agreement, (y) Bank One may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Bank One's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Bank One assumes and neither Countrywide nor Bank One shall have
any liability for any costs, losses, claims, liabilities, fines, penalties or
expenses (including interest which may be imposed in connection therewith and
court costs and fees and disbursements of counsel) arising under the Pooling and
Servicing Agreement or otherwise, which may be incurred as a result of any act
or omission on the part of any party (including without limitation, Delta or any
of its sub-servicers) in connection with the origination, receiving, processing,
funding or servicing of any Mortgage Loan at any time prior to the Servicing
Transfer Date, except in all cases, as set forth in the Pooling and Servicing
Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to _________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          
Section 2.03 Costs of Transferring Servicing. Delta, shall be liable for
all costs incurred in connection with the transfer of the servicing of the
Mortgage Loans to Countrywide, including but not limited to the preparation and
recording of all intervening assignments of mortgage and all assignments of
mortgage to Countrywide, if necessary, and any associated expenses of Bank One.
All costs incurred by Countrywide to transfer the servicing, to the extent not
covered by the Trust or by Delta, as servicer, and except as expressly limited
by Section 2.04 below, shall be expenses of Countrywide and will not be
reimbursed by Bank One. Countrywide as successor servicer agrees to pay the
custodian or any successor custodian under the custodial agreement among Bank
One, as trustee, Delta and Bankers Trust Company of California, N.A., as
custodian, as the same may be amended, modified or supplemented from time to
time, relating to the Pooling and Servicing a fee of two dollars ($2) per file
released. 


          
Section 2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing Agreement
shall be conditioned upon the satisfaction of all conditions by the appropriate
parties, necessary for the transfer of the servicing of the Mortgage Loans to
Countrywide under the Pooling and Servicing Agreement, including, but not
limited to obtaining the prior written approval of Bank One and, the Rating
Agencies. Notwithstanding anything to the contrary contained herein, it is
acknowledged, understood and agreed that Countrywide shall have no obligation to
incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Bank One has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to pay to Bank One within thirty (30)
days of the date on which Countrywide is appointed as successor servicer, an
amount equal to the unreimbursed Monthly Advances or Servicing Advances that
have been made by Bank One to the Trust. Bank One shall provide Countrywide with
a certificate of an officer of Bank One that certifies and sets forth the amount
of the Monthly Advances and Servicing Advances made by Bank One to the Trust.
Notwithstanding anything to the contrary herein, Countrywide shall not reimburse
Bank One in the manner contemplated in the Section 2.05(a), for any Monthly
Advances or Servicing Advances owed to Bank One as the result of Bank One's
reimbursement of Delta for any Monthly Advances or Servicing Advances made by
Delta. Such advances will be reimbursed to Bank One in pursuant to Section
2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Bank One
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Bank One shall provide Countrywide with a certificate of an officer of Bank One
that, to the best of such officer's knowledge: (i) contains a complete
description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Bank One concerning deposits into or withdrawals
from the related Collection Account and all disputes relating to Delta's
servicing activities or practices; and (ii) confirmation that all reports
required to be filed with Bank One by Delta have been timely filed. 


          
Section 3.02 Servicing of Mortgage Loans. Except as otherwise expressly
provided herein, Countrywide shall service each Mortgage Loan in compliance with
the terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          
Section 3.03 Termination of Countrywide as Backup Servicer. This
Agreement shall commence on the date hereof and remain in effect unless sooner
terminated by Bank One or Delta as permitted herein. 


          (a)
Neither Delta or Bank One may terminate this Agreement before the one (1) year
anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Bank One, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Pooling and Servicing Agreementor (ii)
Delta is otherwise removed as Servicer under the Pooling and Servicing Agreement
prior to the one (1) year anniversary of this Agreement, Delta shall pay
Countrywide an amount equal to the difference of (x) the Backup Servicing Fee
that would have been earned by Countrywide during the twelve one month periods
as Backup Servicer following the execution of this Agreement and (y) the amount
of Backup Servicing Fees actually paid to Countrywide andto the extent that
Countrywide has not succeeded as the servicer of the Mortgage Loans pursuant to
Section 2.01(a) above, Countrywide's right and obligation to service as the
Backup Servicer or succeed Delta as the servicer of the Mortgage Loans under
this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Bank One in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Bank One and may be Bank One) has fully assumed in
writing all of Countrywide's obligations and duties hereunder, or (b) upon
the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Bank One within
thirty (30) days following the receipt by Bank One of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          
Section 3.04 Nonsolicitation. Neither Countrywide nor any of its
affiliates shall specifically target and solicit, by means of direct mail or
telephonic or personal solicitation or by any other means, the Mortgagors to
prepay such Mortgage Loans. Notwithstanding the foregoing, solicitations that
are directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists and newspaper, radio,
television and other mass media advertisements, if undertaken by Countrywide or
any affiliate of Countrywide, shall not be prohibited. From and after the date
of this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          
Section 3.05 Clean-up Call. In the event that Countrywide is appointed as
a successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          
Section 4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Bank One: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Bank One and Delta in
writing. Prior to the Servicing Transfer Date, upon any event described in the
immediately preceding sentence, this Agreement may be immediately terminated by
Bank One. Following the Servicing Transfer Date, upon any event described in
second sentence of this Section 4.01(b), Bank One may terminate Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and Bank One: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party's continued failure
to cure such breach, the non-breaching party shall be entitled to its remedies
set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Bank One, in its corporate capacity
and as Trustee under the Pooling and Servicing Agreement and Countrywide
harmless from and against any and all costs, demands, losses, claims,
liabilities, fines, penalties and expenses (including interest which may be
imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Bank One or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta's representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide's
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta's failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Bank One or Countrywide, as the case may be for amounts pursuant to
which Countrywide is entitled to indemnification hereunder as such Damages are
incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Bank One and Delta harmless
from and against any and all Damages incurred by Bank One and Delta in
connection with third-party claims resulting from (i) any act or omission on the
part of Countrywide which occurred in connection with the servicing of a
Mortgage Loan at any time after the Servicing Transfer Date; or (ii) a breach of
any of Countrywide's representations, warranties or covenants, or
obligations, contained herein; provided, however, that Countrywide's
indemnity obligation hereunder shall not extend to any Damages recoverable by
Delta and Bank One under the terms of the Pooling and Servicing Agreement or any
Damages to the extent caused by Delta's willful misconduct or negligence.
Countrywide shall reimburse Delta for amounts pursuant to which Delta is
entitled to indemnification hereunder as such amounts are incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          
Section 6.03 Amendment. This Agreement may be amended from time to time
by written agreement signed by each of the parties hereto.


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Bank One,





	  	  	Bank One, N.A.

153 West 51st Street

New York, N.Y. 10019

Attention: Sandy Whalen

Telephone: (212) 373-1184

Facsimile: (212) 373-1383

E-mail: sandra_becker_whalen@em.fcnbd.com





	  	  	or such other address that may hereinafter be
furnished by Bank One in writing.





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo in writing





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Bank One and the Insurer; provided, however, this shall not
prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed to
create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent contractor.




          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





BANK ONE, N.A.

as Bank One

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)







Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Bank One, N.A., in its capacity as Trustee under the Pooling and Servicing
Agreement (as defined below) ("Bank One"), Wells Fargo Bank Minnesota, N.A., as
Securities Administrator and MBIA Insurance Corporation, as the insurer
("Insurer" or "MBIA"), shall be effective as of December 6, 2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of October 31, 1999 by and among Delta, as seller and
servicer, Bank One as trustee, Wells Fargo Bank Minnesota, N.A. as successor to
Norwest Bank Minnesota, N.A., as securities administrator and MBIA Insurance
Corporation, as certificate insurer, as such may have been amended to date (the
"Pooling and Servicing Agreement"); 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to succeed Delta as "Servicer" under
the Pooling and Servicing Agreement and provide primary servicing of the
Mortgage Loans in the event that Delta resigns or is otherwise removed as the
"Servicer" under the Pooling and Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Bank One and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are _______________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to __________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Bank One and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Bank One, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by MBIA or Bank One
in the above notice. Delta's obligations to transfer the primary servicing of
the Mortgage Loans to Countrywide, shall include but not be limited to, the
delivery of all servicing files, including without duplication all
correspondence between Delta and the Mortgagors. Upon the transfer of servicing
of the Mortgage Loans to Countrywide (the "Servicing Transfer Date"),
Countrywide shall cease to act as the Backup Servicer and shall assume the
responsibilities and duties and be entitled to all the rights and benefits of
the "Servicer" under the Pooling and Servicing Agreement. Without limiting the
generality of the preceding sentence, the parties hereto agree that Countrywide,
upon it appointment as successor servicer under the Pooling and Servicing
Agreement, will immediately assume the obligations of the servicer to make
Monthly Advances and Servicing Advances to the extent required under the Pooling
and Servicing Agreement with full right to reimbursement therefore in accordance
with the terms and conditions of the Pooling and Servicing Agreement. If
Countrywide is ineligible to become the successor servicer under the Pooling and
Servicing Agreement because of the criteria set forth therein, and Bank One is
required to assume such duties, either as trustee, securities administrator or
successor servicer, Bank One may at its discretion and with the consent of MBIA,
(i) retain Countrywide to act a subservicer of the Mortgage Loans and
Countrywide shall perform all permitted servicing functions on behalf of Bank
One under the Pooling and Servicing Agreement or (ii) appoint another entity to
act as successor servicer and Countrywide shall reimburse Bank One up to $25,000
in the aggregate and without duplication with respect to all Pooling and
Servicing Agreements where Countrywide is acting as Back-up Servicer and Bank
One is Trustee, for costs and expenses reasonably incurred by Bank One in
appointing such successor servicer. If Countrywide is retained as a subservicer
of the Mortgage Loans pursuant to clause (i) in the immediately preceding
sentence, (x) Countrywide and Bank One shall execute a subservicing agreement
containing terms substantially similar to the terms concerning compensation and
limitation of liability that are set forth in this Agreement, (y) Bank One may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Bank One's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Bank One assumes and neither Countrywide nor Bank One shall have
any liability for any costs, losses, claims, liabilities, fines, penalties or
expenses (including interest which may be imposed in connection therewith and
court costs and fees and disbursements of counsel) arising under the Pooling and
Servicing Agreement or otherwise, which may be incurred as a result of any act
or omission on the part of any party (including without limitation, Delta or any
of its sub-servicers) in connection with the origination, receiving, processing,
funding or servicing of any Mortgage Loan at any time prior to the Servicing
Transfer Date, except in all cases, as set forth in the Pooling and Servicing
Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to __________________________________ (.01%) (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Bank One. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Bank
One. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Bank One, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Bank One, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA's consent, if given, to Countrywide's succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties' rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Bank One has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to pay to Bank One within thirty (30)
days of the date on which Countrywide is appointed as successor servicer, an
amount equal to the unreimbursed Monthly Advances or Servicing Advances that
have been made by Bank One to the Trust. Bank One shall provide Countrywide with
a certificate of an officer of Bank One that certifies and sets forth the amount
of the Monthly Advances and Servicing Advances made by Bank One to the Trust.
Notwithstanding anything to the contrary herein, Countrywide shall not reimburse
Bank One in the manner contemplated in the Section 2.05(a), for any Monthly
Advances or Servicing Advances owed to Bank One as the result of Bank One's
reimbursement of Delta for any Monthly Advances or Servicing Advances made by
Delta. Such advances will be reimbursed to Bank One in pursuant to Section
2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Bank One
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Bank One shall provide Countrywide and MBIA with a certificate of an officer of
Bank One that, to the best of such officer's knowledge: (i) contains a
complete description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Bank One concerning deposits into or withdrawals
from the related Collection Account and all disputes relating to Delta's
servicing activities or practices; and (ii) confirmation that all reports
required to be filed with Bank One by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Bank One, MBIA or Delta as permitted herein. 


          (a)
Neither Delta, Bank One or MBIA may terminate this Agreement before the one (1)
year anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Bank One, and not Delta, with the consent of MBIA may terminate this Agreement,
without payment of a termination fee, upon providing not less that forty-five
(45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Pooling and Servicing Agreement or (ii)
Delta is otherwise removed as Servicer under the Pooling and Servicing Agreement
prior to the one (1) year anniversary of this Agreement, Delta shall pay
Countrywide an amount equal to the difference of (x) the Backup Servicing Fee
that would have been earned by Countrywide during the twelve one month periods
as Backup Servicer following the execution of this Agreement and (y) the amount
of Backup Servicing Fees actually paid to Countrywide and to the extent that
Countrywide has not succeeded as the servicer of the Mortgage Loans pursuant to
Section 2.01(a) above, Countrywide's right and obligation to service as the
Backup Servicer or succeed Delta as the servicer of the Mortgage Loans under
this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Bank One and MBIA in their
sole discretion and provided further that a successor servicer (which must be
reasonably acceptable to Bank One and MBIA and may be Bank One) has fully
assumed in writing all of Countrywide's obligations and duties hereunder,
or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Bank One within thirty (30) days following the receipt by Bank
One of funds permitted to be applied to such amounts in accordance with the
Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Bank One and MBIA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement.


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Bank One, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Bank One with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Bank One may terminate, with the consent of MBIA, Countrywide only as
permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide's good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party's
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Bank One, in its corporate capacity
and as Trustee under the Pooling and Servicing Agreement, MBIA and Countrywide
harmless from and against any and all costs, demands, losses, claims,
liabilities, fines, penalties and expenses (including interest which may be
imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Bank One, MBIA or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta's representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide's
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta's failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Bank One, MBIA or Countrywide, as the case may be for amounts pursuant
to which Countrywide is entitled to indemnification hereunder as such Damages
are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Bank One, MBIA and Delta
harmless from and against any and all Damages incurred by Bank One, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Bank One under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


        Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


        Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


        Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Bank One,





	  	  	Bank One, N.A.

153 West 51st Street

New York, N.Y. 10019

Attention: Sandy Whalen

Telephone: (212) 373-1184

Facsimile: (212) 373-1383

E-mail: sandra_becker_whalen@em.fcnbd.com





	  	  	or such other address that may hereinafter be
furnished by Bank One in writing.





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

    Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





	  	  	or such other address as may hereafter be furnished
to MBIA in writing;





	  	(e)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Bank One and the Insurer; provided, however, this shall not
prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.



          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





BANK ONE, N.A.

as Bank One

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)







Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo") and Financial
Security Assurance Inc., as the insurer ("Insurer" or "FSA"), shall be effective
as of December 6, 2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of February 29, 2000 by and among Delta, as seller and
servicer, Wells Fargo as trustee and FSA, as certificate insurer
("Insurer" or "FSA"), as such may have been amended to date
(the "Pooling and Servicing Agreement"); 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to succeed Delta as "Servicer" under
the Pooling and Servicing Agreement and provide primary servicing of the
Mortgage Loans in the event that Delta resigns or is otherwise removed as the
"Servicer" under the Pooling and Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          "Delinquent
Loans" means Mortgage Loans which are _____________ days Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to
_________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Wells Fargo, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by FSA or Wells Fargo
in the above notice. Delta's obligations to transfer the primary servicing of
the Mortgage Loans to Countrywide, shall include but not be limited to, the
delivery of all servicing files, including without duplication all
correspondence between Delta and the Mortgagors. Upon the transfer of servicing
of the Mortgage Loans to Countrywide (the "Servicing Transfer Date"),
Countrywide shall cease to act as the Backup Servicer and shall assume the
responsibilities and duties and be entitled to all the rights and benefits of
the "Servicer" under the Pooling and Servicing Agreement. Without limiting the
generality of the preceding sentence, the parties hereto agree that Countrywide,
upon it appointment as successor servicer under the Pooling and Servicing
Agreement, will immediately assume the obligations of the servicer to make
Monthly Advances and Servicing Advances to the extent required under the Pooling
and Servicing Agreement with full right to reimbursement therefore in accordance
with the terms and conditions of the Pooling and Servicing Agreement. If
Countrywide is ineligible to become the successor servicer under the Pooling and
Servicing Agreement because of the criteria set forth therein, and Wells Fargo
is required to assume such duties, either as trustee, securities administrator
or successor servicer, Wells Fargo may at its discretion and with the consent of
FSA, (i) retain Countrywide to act a subservicer of the Mortgage Loans and
Countrywide shall perform all permitted servicing functions on behalf of Wells
Fargo under the Pooling and Servicing Agreement or (ii) appoint another entity
to act as successor servicer and Countrywide shall reimburse Wells Fargo up to
$25,000 in the aggregate and without duplication with respect to all Pooling and
Servicing Agreements where Countrywide is acting as Back-up Servicer and Wells
Fargo is Trustee, for costs and expenses reasonably incurred by Wells Fargo in
appointing such successor servicer. If Countrywide is retained as a subservicer
of the Mortgage Loans pursuant to clause (i) in the immediately preceding
sentence, (x) Countrywide and Wells Fargo shall execute a subservicing agreement
containing terms substantially similar to the terms concerning compensation and
limitation of liability that are set forth in this Agreement, (y) Wells Fargo
may reasonably monitor Countrywide to confirm that servicing is being performed
as required by the Pooling and Servicing Agreement and (z) Countrywide's duties
as subservicer will cease upon the earlier of its appointment as successor
servicer under the Pooling and Servicing Agreement or the termination of Wells
Fargo's servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following
compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to ___________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          
Section 2.03 Costs of Transferring Servicing. Delta, shall be liable for
all costs incurred in connection with the transfer of the servicing of the
Mortgage Loans to Countrywide, including but not limited to the preparation and
recording of all intervening assignments of mortgage and all assignments of
mortgage to Countrywide, if necessary, and any associated expenses of Wells
Fargo. All costs incurred by Countrywide to transfer the servicing, to the
extent not covered by the Trust or by Delta, as servicer, and except as
expressly limited by Section 2.04 below, shall be expenses of Countrywide and
will not be reimbursed by Wells Fargo. Countrywide as successor servicer agrees
to pay the custodian or any successor custodian under the custodial agreement
among Wells Fargo, as trustee, Delta and Bankers Trust Company of California,
N.A., as custodian, as the same may be amended, modified or supplemented from
time to time, relating to the Pooling and Servicing a fee of two dollars ($2)
per file released. 


          
Section 2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing Agreement
shall be conditioned upon the satisfaction of all conditions by the appropriate
parties, necessary for the transfer of the servicing of the Mortgage Loans to
Countrywide under the Pooling and Servicing Agreement, including, but not
limited to obtaining the prior written approval of Wells Fargo, the Insurer and,
the Rating Agencies. The parties hereto acknowledge and agree that FSA's
consent, if given, to Countrywide's succession as "Servicer" under the Pooling
and Servicing Agreement will be subject to the Servicing Term described in
Section 3.04 of this Agreement and may be conditioned upon such requirements as
the Insurer and Countrywide may agree to at the time it gives such consent.
Delta hereby agrees to pay all of the costs and expenses of the transfer of
servicing to the Backup Servicer hereunder and Delta hereby agrees to pay the
costs and expenses for all of the parties hereto for the enforcement of such
parties' rights hereunder. Notwithstanding anything to the contrary contained
herein, it is acknowledged, understood and agreed that Countrywide shall have no
obligation to incur any out of pocket cost or expenses (including without
limitation, legal fees) in order to compel the performance of any obligations by
any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide and FSA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, FSA or Delta as permitted herein. 


          (a)
Neither Delta, Wells Fargo or FSA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of FSA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Pooling and Servicing Agreement or (ii)
Delta is otherwise removed as Servicer under the Pooling and Servicing Agreement
prior to the one (1) year anniversary of this Agreement, Delta shall pay
Countrywide an amount equal to the difference of (x) the Backup Servicing Fee
that would have been earned by Countrywide during the twelve one month periods
as Backup Servicer following the execution of this Agreement and (y) the amount
of Backup Servicing Fees actually paid to Countrywide and to the extent that
Countrywide has not succeeded as the servicer of the Mortgage Loans pursuant to
Section 2.01(a) above, Countrywide's right and obligation to service as the
Backup Servicer or succeed Delta as the servicer of the Mortgage Loans under
this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and FSA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and FSA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and FSA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, FSA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of FSA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of FSA, Countrywide only as
permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide's knowledge, threatened against it, which, if determined
adversely to Countrywide would prohibit Countrywide from entering into this
Agreement or, in the good faith and reasonable judgment of Countrywide, is
likely to materially and adversely affect either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement or the
financial condition of Countrywide. Countrywide has no knowledge of any recent
adverse financial condition or event with respect to itself that, in its good
faith and reasonable judgment, is likely to materially and adversely affect its
ability to perform its obligations hereunder or under the Pooling and Servicing
Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and FSA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and FSA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or FSA, the party discovering such breach
shall give prompt written notice to the other party and FSA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party's
continued failure to cure such breach, the non-breaching party and FSA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, FSA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, FSA or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta's representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide's
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta's failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Wells Fargo, FSA or Countrywide, as the case may be for amounts
pursuant to which Countrywide is entitled to indemnification hereunder as such
Damages are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo, FSA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, FSA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of FSA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of FSA,





	  	  	Financial Security Assurance Inc.

350 Park Avenue

New York, N.Y., 10022

Attention: David Williams, Managing Director

Telephone: (212) 339-3432

Facsimile: (212) 888-5278

E-mail: dwilliams@fsa.com





	  	  	or such other address as may hereafter be furnished
to FSA





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.



          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by Financial Security Assurance Inc.,

as Insurer under the Pooling and Servicing Agreement







Financial Security Assurance Inc.

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)






Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.






Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide"), Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo") and MBIA Insurance Corporation, as the insurer
("Insurer" or "MBIA"), shall be effective as of December 6,
2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of April 30, 1996 by and among Lehman ABS Corporation, as
depositor, Delta, as seller and servicer, Wells Fargo as successor to Bankers
Trust Company of California, N.A., as trustee and MBIA Insurance Corporation, as
certificate insurer ("Insurer" or "MBIA"), as such may have
been amended to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to act as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns, or Delta's Servicing Term expires without renewal,
or Delta is otherwise removed as the "Servicer" under the Servicing Agreement.



          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          
"NIM Related Trust" means a trust which issued Excess Cashflow
Certificates that back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation, termination or upon the expiration of the Servicing Term, under
the Servicing Agreement, Delta (or Wells Fargo, as applicable) shall provide
Countrywide with written notice of the same. Delta shall, along with
Countrywide's reasonable assistance, undertake all steps necessary to transfer,
or cause to be transferred, the primary servicing of the Mortgage Loans to
Countrywide by the thirtieth (30th) day following Countrywide's receipt of the
notice specified in the immediately preceding sentence, or such later date as
may be specified by MBIA or Wells Fargo in the notice that the Servicing Term
under the Servicing Agreement has not been renewed. Delta's obligations to
transfer the primary servicing of the Mortgage Loans to Countrywide, shall
include but not be limited to, the delivery of all servicing files, including
without duplication all correspondence between Delta and the Mortgagors. Upon
the transfer of servicing of the Mortgage Loans to Countrywide (the "Servicing
Transfer Date"), Countrywide shall cease to act as the Backup Servicer and shall
assume the responsibilities and duties and be entitled to all the rights and
benefits of the "Servicer" under the Pooling and Servicing Agreement. Without
limiting the generality of the preceding sentence, the parties hereto agree that
Countrywide, upon it appointment as successor servicer under the Pooling and
Servicing Agreement, will immediately assume the obligations of the servicer to
make Monthly Advances and Servicing Advances to the extent required under the
Pooling and Servicing Agreement with full right to reimbursement therefore in
accordance with the terms and conditions of the Pooling and Servicing Agreement.
If Countrywide is ineligible to become the successor servicer under the Pooling
and Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to ___________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          
Section 2.03 Costs of Transferring Servicing. Delta, shall be liable for
all costs incurred in connection with the transfer of the servicing of the
Mortgage Loans to Countrywide, including but not limited to the preparation and
recording of all intervening assignments of mortgage and all assignments of
mortgage to Countrywide, if necessary, and any associated expenses of Wells
Fargo. All costs incurred by Countrywide to transfer the servicing, to the
extent not covered by the Trust or by Delta, as servicer, and except as
expressly limited by Section 2.04 below, shall be expenses of Countrywide and
will not be reimbursed by Wells Fargo. Countrywide as successor servicer agrees
to pay the custodian or any successor custodian under the custodial agreement
among Wells Fargo, as trustee, Delta and Bankers Trust Company of California,
N.A., as custodian, as the same may be amended, modified or supplemented from
time to time, relating to the Pooling and Servicing a fee of two dollars ($2)
per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA's consent, if given, to Countrywide's succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties' rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          
Section 3.02 Servicing of Mortgage Loans. Except as otherwise expressly
provided herein, Countrywide shall service each Mortgage Loan in compliance with
the terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          
Section 3.03 Termination of Countrywide as Backup Servicer. This
Agreement shall commence on the date hereof and remain in effect unless sooner
terminated by Wells Fargo, MBIA or Delta as permitted herein. 


          (a)
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Servicing Agreement, (ii) Delta's Servicing
Term under the Servicing Agreement expires without renewal or (iii) Delta is
otherwise removed as Servicer under the Servicing Agreement prior to the one (1)
year anniversary of this Agreement, Delta shall pay Countrywide an amount equal
to the difference of (x) the Backup Servicing Fee that would have been earned by
Countrywide during the twelve one month periods as Backup Servicer following the
execution of this Agreement and (y) the amount of Backup Servicing Fees actually
paid to Countrywide and to the extent that Countrywide has not succeeded as the
servicer of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's
right and obligation to service as the Backup Servicer or succeed Delta as the
servicer of the Mortgage Loans under this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and
Servicing Agreement.


          (a)
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer's rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          
Section 3.05 Nonsolicitation. Neither Countrywide nor any of its
affiliates shall specifically target and solicit, by means of direct mail or
telephonic or personal solicitation or by any other means, the Mortgagors to
prepay such Mortgage Loans. Notwithstanding the foregoing, solicitations that
are directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists and newspaper, radio,
television and other mass media advertisements, if undertaken by Countrywide or
any affiliate of Countrywide, shall not be prohibited. From and after the date
of this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          
Section 3.06 Clean-up Call. In the event that Countrywide is appointed as
a successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          
Section 4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of MBIA, Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          
Section 5.01 Discovery of Default. Upon discovery by Delta or Countrywide
of a breach of its obligations hereunder or a breach of any of the
representations or warranties set forth in Article 4 which materially and
adversely affects the interests of the non-breaching party or MBIA, the party
discovering such breach shall give prompt written notice to the other party and
MBIA. Within 60 days of its discovery or its receipt of notice of breach, the
breaching party shall cure such breach in all material respects and, upon the
breaching party's continued failure to cure such breach, the non-breaching party
and MBIA shall be entitled to its remedies set forth in Section 5.02 hereof.



          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta's representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide's agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta's failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,



Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile:  516-364-9450

E-mail:  rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.






	  	(b)	In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

     Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.




          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          






SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)



EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER


SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, California 93065

Attention:  Thomas Lin, Portfolio Services


Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group


MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:     Delta Funding Home Equity Loan Trust 199_-__


Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide"). Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [   ], [   ] and ending on
[   ], [   ]. 


	  	[        
            
          
          ]



By:           
          
          
          
          

Name:           
          
          
          
          

Title:          
          
          
          
          










Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide"), Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo") and MBIA Insurance Corporation, as the insurer
("Insurer" or "MBIA"), shall be effective as of December 6,
2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing Agreement dated
as of August 31, 1996 by and among Lehman ABS Corporation, as depositor, Delta,
as seller and servicer, Wells Fargo as successor to Bankers Trust Company of
California, N.A., as trustee and MBIA Insurance Corporation, as certificate
insurer ("Insurer" or "MBIA"), as such may have been amended to date (the
"Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to act as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns, or Delta's Servicing Term expires without renewal,
or Delta is otherwise removed as the "Servicer" under the Servicing Agreement.



          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are ___________ days Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to
__________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
During the Backup Servicing Period, Delta shall provide Countrywide (i) on the
fifth Business Day prior to a monthly Distribution Date, a computer file that
contains the information required under Section 5.03(a) of the Pooling and
Servicing Agreement (to the extent it pertains to the Mortgage Loans), as of the
end of the related preceding Due Period, (ii) at a minimum, quarterly master
mortgage loan servicing file, (iii) electronic copies of all monthly reports
prepared and delivered by Delta to Wells Fargo and (iv) such other information
as Countrywide may reasonably request.


          
Immediately, upon its resignation, termination or upon the expiration of the
Servicing Term, under the Servicing Agreement, Delta (or Wells Fargo, as
applicable) shall provide Countrywide with written notice of the same. Delta
shall, along with Countrywide's reasonable assistance, undertake all steps
necessary to transfer, or cause to be transferred, the primary servicing of the
Mortgage Loans to Countrywide by the thirtieth (30th) day following
Countrywide's receipt of the notice specified in the immediately preceding
sentence, or such later date as may be specified by MBIA or Wells Fargo in the
notice that the Servicing Term under the Servicing Agreement has not been
renewed. Delta's obligations to transfer the primary servicing of the Mortgage
Loans to Countrywide, shall include but not be limited to, the delivery of all
servicing files, including without duplication all correspondence between Delta
and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans to
Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act as
the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein (excluding any additional criteria imposed by the
Insurer), and Wells Fargo is required to assume such duties, either as trustee,
securities administrator or successor servicer, Wells Fargo may at its
discretion and with the consent of MBIA, (i) retain Countrywide to act a
subservicer of the Mortgage Loans and Countrywide shall perform all permitted
servicing functions on behalf of Wells Fargo under the Pooling and Servicing
Agreement or (ii) appoint another entity to act as successor servicer and
Countrywide shall reimburse Wells Fargo up to $25,000 in the aggregate and
without duplication with respect to all Pooling and Servicing Agreements where
Countrywide is acting as back-up servicer and Wells Fargo is Trustee, for costs
and expenses reasonably incurred by Wells Fargo in appointing such successor
servicer. If Countrywide is retained as a subservicer of the Mortgage Loans
pursuant to clause (i) in the immediately preceding sentence, (x) Countrywide
and Wells Fargo shall execute a subservicing agreement containing terms
substantially similar to the terms concerning compensation and limitation of
liability that are set forth in this Agreement, (y) Wells Fargo may reasonably
monitor Countrywide to confirm that servicing is being performed as required by
the Pooling and Servicing Agreement and (z) Countrywide's duties as subservicer
will cease upon the earlier of its appointment as successor servicer under the
Pooling and Servicing Agreement or the termination of Wells Fargo's servicing
duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to _____________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          
Section 2.03 Costs of Transferring Servicing. Delta, shall be liable for
all costs incurred in connection with the transfer of the servicing of the
Mortgage Loans to Countrywide, including but not limited to the preparation and
recording of all intervening assignments of mortgage and all assignments of
mortgage to Countrywide, if necessary, and any associated expenses of Wells
Fargo. All costs incurred by Countrywide to transfer the servicing, to the
extent not covered by the Trust or by Delta, as servicer, and except as
expressly limited by Section 2.04 below, shall be expenses of Countrywide and
will not be reimbursed by Wells Fargo. Countrywide as successor servicer agrees
to pay the custodian or any successor custodian under the custodial agreement
among Wells Fargo, as trustee, Delta and Bankers Trust Company of California,
N.A., as custodian, as the same may be amended, modified or supplemented from
time to time, relating to the Pooling and Servicing a fee of two dollars ($2)
per file released. 


          
Section 2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing Agreement
shall be conditioned upon the satisfaction of all conditions by the appropriate
parties, necessary for the transfer of the servicing of the Mortgage Loans to
Countrywide under the Pooling and Servicing Agreement, including, but not
limited to obtaining the prior written approval of Wells Fargo, the Insurer and,
the Rating Agencies. The parties hereto acknowledge and agree that MBIA's
consent, if given, to Countrywide's succession as "Servicer" under the Pooling
and Servicing Agreement will be subject to the Servicing Term described in
Section 3.04 of this Agreement and may be conditioned upon such requirements as
the Insurer and Countrywide may agree to at the time it gives such consent.
Delta hereby agrees to pay all of the costs and expenses of the transfer of
servicing to the Backup Servicer hereunder and Delta hereby agrees to pay the
costs and expenses for all of the parties hereto for the enforcement of such
parties' rights hereunder. Notwithstanding anything to the contrary contained
herein, it is acknowledged, understood and agreed that Countrywide shall have no
obligation to incur any out of pocket cost or expenses (including without
limitation, legal fees) in order to compel the performance of any obligations by
any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          
Section 3.02 Servicing of Mortgage Loans. Except as otherwise expressly
provided herein, Countrywide shall service each Mortgage Loan in compliance with
the terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          
Section 3.03 Termination of Countrywide as Backup Servicer. This
Agreement shall commence on the date hereof and remain in effect unless sooner
terminated by Wells Fargo, MBIA or Delta as permitted herein. 


          (a)
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Servicing Agreement, (ii) Delta's Servicing
Term under the Servicing Agreement expires without renewal or (iii) Delta is
otherwise removed as Servicer under the Servicing Agreement prior to the one (1)
year anniversary of this Agreement, Delta shall pay Countrywide an amount equal
to the difference of (x) the Backup Servicing Fee that would have been earned by
Countrywide during the twelve one month periods as Backup Servicer following the
execution of this Agreement and (y) the amount of Backup Servicing Fees actually
paid to Countrywide and to the extent that Countrywide has not succeeded as the
servicer of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's
right and obligation to service as the Backup Servicer or succeed Delta as the
servicer of the Mortgage Loans under this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer's rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          
Section 3.05 Nonsolicitation. Neither Countrywide nor any of its
affiliates shall specifically target and solicit, by means of direct mail or
telephonic or personal solicitation or by any other means, the Mortgagors to
prepay such Mortgage Loans. Notwithstanding the foregoing, solicitations that
are directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists and newspaper, radio,
television and other mass media advertisements, if undertaken by Countrywide or
any affiliate of Countrywide, shall not be prohibited. From and after the date
of this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          
Section 3.06 Clean-up Call. In the event that Countrywide is appointed as
a successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          
Section 4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of MBIA, Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide's knowledge, threatened against it, which, if determined
adversely to Countrywide would prohibit Countrywide from entering into this
Agreement or, in the good faith and reasonable judgment of Countrywide, is
likely to materially and adversely affect either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement or the
financial condition of Countrywide. Countrywide has no knowledge of any recent
adverse financial condition or event with respect to itself that, in its good
faith and reasonable judgment, is likely to materially and adversely affect its
ability to perform its obligations hereunder or under the Pooling and Servicing
Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          
Section 4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          
Section 4.03 Representations and Warranties of Delta with respect to the
Mortgage Loans and REO Properties. As of the date of this Agreement and
again on the Servicing Transfer Date, Delta hereby makes the following
representations and warranties to Countrywide and MBIA with respect to each
Mortgage Loan and REO Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          
Section 5.01 Discovery of Default. Upon discovery by Delta or Countrywide
of a breach of its obligations hereunder or a breach of any of the
representations or warranties set forth in Article 4 which materially and
adversely affects the interests of the non-breaching party or MBIA, the party
discovering such breach shall give prompt written notice to the other party and
MBIA. Within 60 days of its discovery or its receipt of notice of breach, the
breaching party shall cure such breach in all material respects and, upon the
breaching party's continued failure to cure such breach, the non-breaching party
and MBIA shall be entitled to its remedies set forth in Section 5.02 hereof.



          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta's representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide's agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta's failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          
Section 6.01 Annual Statement as to Compliance. In the event Countrywide
succeeds Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          
Section 6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the Pooling and
Servicing Agreement, Countrywide shall use February 28(29) as the end of its
fiscal year for purposes of preparing and delivering its Annual Independent
Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	in the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	in the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	in the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

    Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.



          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)



EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER


SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, California 93065

Attention:  Thomas Lin, Portfolio Services


Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group


MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:     Delta Funding Home Equity Loan Trust 199_-__


Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide"). Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [  ], [  ] and ending on
[  ], [  ]. 


	  	[        
            
          
          ]



By:           
          
          
          
          

Name:           
          
          
          
          

Title:          
          
          
          
          









Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.









Execution Draft



AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo") and MBIA Insurance
Corporation, as the insurer ("Insurer" or "MBIA"), shall be effective as of
December 6, 2000. 


PRELIMINARY STATEMENT


          Delta has
acted as "Servicer" under that certain Pooling and Servicing Agreement dated as
of November 30, 1996 by and among Prudential Securities Secured Financing
Corporation, as depositor, Delta, as seller and servicer, Wells Fargo as
successor to Bankers Trust Company of California, N.A., as trustee and MBIA
Insurance Corporation, as certificate insurer ("Insurer" or "MBIA"), as such may
have been amended to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          Countrywide
has agreed to act as a "backup servicer" (the "Backup
Servicer") of the Mortgage Loans and has further agreed to act as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns, or
Delta’s Servicing Term expires without renewal, or Delta is otherwise
removed as the "Servicer" under the Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


           Section 1.01
Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are ____________ days Delinquent. 


          "Delinquent"
means the monthly payment due on a due date is not received on or prior to the
next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          "NIM"
means a security the payments on which are derived primarily from distributions
on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to __________________________. 


          "
Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


           Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
     Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
        During the Backup Servicing Period,
Delta shall provide Countrywide (i) on the fifth Business Day prior to a monthly
Distribution Date, a computer file that contains the information required under
Section 5.03(a) of the Pooling and Servicing Agreement (to the extent it
pertains to the Mortgage Loans), as of the end of the related preceding Due
Period, (ii) at a minimum, quarterly master mortgage loan servicing file, (iii)
electronic copies of all monthly reports prepared and delivered by Delta to
Wells Fargo and (iv) such other information as Countrywide may reasonably
request.


          
        Immediately, upon its resignation,
termination or upon the expiration of the Servicing Term, under the Servicing
Agreement, Delta (or Wells Fargo, as applicable) shall provide Countrywide with
written notice of the same. Delta shall, along with Countrywide's reasonable
assistance, undertake all steps necessary to transfer, or cause to be
transferred, the primary servicing of the Mortgage Loans to Countrywide by the
thirtieth (30th) day following Countrywide's receipt of the notice specified in
the immediately preceding sentence, or such later date as may be specified by
MBIA or Wells Fargo in the notice that the Servicing Term under the Servicing
Agreement has not been renewed. Delta's obligations to transfer the primary
servicing of the Mortgage Loans to Countrywide, shall include but not be limited
to, the delivery of all servicing files, including without duplication all
correspondence between Delta and the Mortgagors. Upon the transfer of servicing
of the Mortgage Loans to Countrywide (the "Servicing Transfer Date"),
Countrywide shall cease to act as the Backup Servicer and shall assume the
responsibilities and duties and be entitled to all the rights and benefits of
the "Servicer" under the Pooling and Servicing Agreement. Without limiting the
generality of the preceding sentence, the parties hereto agree that Countrywide,
upon it appointment as successor servicer under the Pooling and Servicing
Agreement, will immediately assume the obligations of the servicer to make
Monthly Advances and Servicing Advances to the extent required under the Pooling
and Servicing Agreement with full right to reimbursement therefore in accordance
with the terms and conditions of the Pooling and Servicing Agreement. If
Countrywide is ineligible to become the successor servicer under the Pooling and
Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)
     Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


           Section 2.02
Compensation. In consideration of Countrywide's agreement to perform hereunder,
Countrywide shall be entitled to the following compensation:


          (a)
     During the Backup Servicing Period, Delta out of
its compensation as Servicer under the Pooling and Servicing Agreement, shall
pay to Countrywide on the second Business Day preceding the related Distribution
Date, a monthly fee equal to _____________________________________________
(the "Backup Servicing Fee"). 


          (b)
      Beginning on the Servicing Transfer Date,
Countrywide shall be entitled to receive the Servicing Compensation. 


          (c)
     If on the Servicing Transfer Date the unpaid
principal balance of the Delinquent Loans exceeds _________________ of the
unpaid principal balance of the Mortgage Loans on the Servicing Transfer Date,
Countrywide shall receive the Supplemental Fee. The Supplemental Fee shall be
payable on each Distribution Date thereafter, regardless of the Delinquency
Percentage. For any NIM Related Trust, the Supplemental Fee shall be payable
after the NIM but before the Trust Certificates. For any other trust, the
Supplemental Fee shall be payable after any carryover amounts due to the related
certificateholders, including any certificate holders of any insured
certificate, but before any distributions to the related Excess Cashflow
Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA’s consent, if given, to Countrywide’s succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties’ rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          Section
2.05 Reimbursement of Advances.



          (a)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
     Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
     Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
     Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer’s knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


          (a)
     Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Servicing Agreement, (ii) Delta's Servicing Term under the
Servicing Agreement expires without renewal or (iii) Delta is otherwise removed
as Servicer under the Servicing Agreement prior to the one (1) year anniversary
of this Agreement, Delta shall pay Countrywide an amount equal to the difference
of (x) the Backup Servicing Fee that would have been earned by Countrywide
during the twelve one month periods as Backup Servicer following the execution
of this Agreement and (y) the amount of Backup Servicing Fees actually paid to
Countrywide and to the extent that Countrywide has not succeeded as the servicer
of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's right and
obligation to service as the Backup Servicer or succeed Delta as the servicer of
the Mortgage Loans under this Agreement shall terminate.


          (b)
     Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide’s obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)
     In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer’s rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)
     In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
      Organization and Good Standing.
Countrywide is an entity duly organized, validly existing, and in good standing
under the laws of the state of New York, and is in compliance with the laws of
each state in which any property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan and to perform its obligations
hereunder and the Pooling and Servicing Agreement. 


          (b)
     Eligibility to Act
as a Servicer. Countrywide hereby represents and warrants that it meets the
eligibility requirements to be a successor servicer under the Pooling and
Servicing Agreement as of the date of this Agreement. If Countrywide ceases to
meet the eligibility requirements under a Pooling and Servicing Agreement,
Countrywide shall immediately notify Wells Fargo, MBIA and Delta in writing.
Prior to the Servicing Transfer Date, upon any event described in the
immediately preceding sentence, this Agreement may be immediately terminated by
Wells Fargo with the consent of MBIA. Following the Servicing Transfer Date,
upon any event described in second sentence of this Section 4.01(b), Wells Fargo
may terminate, with the consent of MBIA, Countrywide only as permitted under the
Pooling and Servicing Agreement. 


          (c)
     No Violation.
Neither the execution and delivery by Countrywide of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Countrywide with the provisions hereof or of the Pooling
and Servicing Agreement, will conflict with or result in a breach or violation
of, or constitute a default (or an event which, with notice or the lapse of
time, or both, would constitute a default) under, the organizational documents
(its articles of incorporation, charter or by-laws) of Countrywide, or any of
the provisions of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state, or local governmental or regulatory authority or court)
binding on Countrywide, or any of its properties, or any of the provisions of
any indenture, mortgage, contract, instrument, or other document (including,
without limitation, the Pooling and Servicing Agreement) to which Countrywide is
a party or by which it is bound, or result in the creation or imposition of any
lien, charge, or encumbrance upon any of their respective properties pursuant to
the terms of any indenture, mortgage, contract, instrument, or other document.
Countrywide is not otherwise in violation of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state or local governmental
or regulatory authority or court), which violation, in Countrywide ‘s good
faith and reasonable judgment, is likely to affect materially and adversely
either its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement, or the financial condition of Countrywide. 


          (d)
     Authorization and
Enforceability. The execution and delivery by Countrywide of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
and compliance by Countrywide with the terms hereof and of the Pooling and
Servicing Agreement are within the powers of Countrywide, and have been duly
authorized by all necessary action on the part of Countrywide. This Agreement
has been duly executed and delivered by Countrywide and constitutes the legal,
valid and binding obligation of Countrywide, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Countrywide
has not failed to obtain any consent, approval, authorization, or order of, or
failed to cause any registration or qualification with, any court or regulatory
authority or other governmental body having jurisdiction over Countrywide, which
consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by
Countrywide. 


          (e)
     Approvals and
Permits. Countrywide possesses such certificates, authorizations, licenses,
and permits issued by the appropriate state, federal, and foreign regulatory
agencies or bodies necessary to conduct the business now operated by it and
contemplated by the terms of this Agreement, and Countrywide has not received
any notice of proceedings relating to the revocation or modification of any such
certificate, authorization, or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling, or finding, would materially and
adversely affect the conduct of the business, operations, financial condition,
or income of Countrywide. 


          (f)
     No Litigation or
Adverse Conditions. No litigation is pending or, to the best of Countrywide
‘s knowledge, threatened against it, which, if determined adversely to
Countrywide would prohibit Countrywide from entering into this Agreement or, in
the good faith and reasonable judgment of Countrywide, is likely to materially
and adversely affect either its ability to perform its obligations hereunder or
under the Pooling and Servicing Agreement or the financial condition of
Countrywide. Countrywide has no knowledge of any recent adverse financial
condition or event with respect to itself that, in its good faith and reasonable
judgment, is likely to materially and adversely affect its ability to perform
its obligations hereunder or under the Pooling and Servicing Agreement. 


          (g)
     Fidelity Bond;
Errors and Omission Insurance. Each officer, director, employee, consultant
and advisor of Countrywide with responsibilities concerning the servicing and
administration of the Mortgage Loans is covered by errors and omissions
insurance and fidelity bond insurance in the amounts and with the coverage
required under the Pooling and Servicing Agreement for it to maintain. Neither
Countrywide nor any of its officers, directors, employees, consultants, or
advisors involved in the servicing or administration of the Mortgage Loans has
been refused such coverage or insurance. 


          (h)
      FannieMae-Approved. Countrywide is a
FannieMae approved seller/servicer of single-family first and second lien
mortgage loans in good standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
     No Violation.
Neither the execution and delivery by Delta of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Delta with the provisions hereof, will conflict with or
result in a breach or violation of, or constitute a default (or an event which,
with notice or the lapse of time, or both, would constitute a default) under,
the organizational documents (its articles of incorporation or charter or
by-laws) of Delta, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Delta, or any of its properties, or
any of the provisions of any indenture, mortgage, contract, instrument, or other
document to which Delta is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Delta is not otherwise in violation of
any law, rule, regulation, judgment, decree, demand, or order (of any federal,
state or local governmental or regulatory authority or court), which violation,
in Delta’s good faith and reasonable judgment, is likely to affect
materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
     Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
     The servicing and
collection practices with respect to each Mortgage Loan and the promissory note
related to each Mortgage (the "Mortgage Note) have been conducted in all
respects in accordance with the terms of Mortgage Note and in compliance with
all applicable laws and regulations (including, without limitation laws related
to usury, truth in lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws) and in accordance with
the proper, prudent and customary practices in the mortgage origination and
servicing business; 


          (b)
      At all times since the
execution of the Pooling and Servicing Agreement, the Mortgage Loans and REO
Properties have been serviced in accordance with the provisions of the Pooling
and Servicing Agreement; 


          (c)
      All servicing records
relating to each Mortgage Loan and REO Property which Countrywide has received
from Delta are true and correct in all material respects, the unpaid principal
balance of each Mortgage Loan is as stated on the prior servicer’s ledger,
computer printouts, and records pertaining to each Mortgage Loan and REO
Property received by Countrywide and any amounts held in trust for the
Mortgagor(s) are the true and correct balances of the accounts related thereto; 


          (d)
     Other than foreclosure
or an eviction proceeding and except as disclosed to Countrywide in writing,
there is no action, suit, proceeding, investigation or litigation pending or, to
Delta’s knowledge, threatened, with respect to the Mortgage Loan or the
Mortgaged Property or the REO Property; 


          (e)
     Except as disclosed to
Countrywide in writing, there are no delinquent taxes, water charges, sewer
rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments, or other outstanding charges
affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
     The Mortgage Loan or
REO Property is covered by a valid and transferable tax service contract with
Transamerica, or such other vendor as may be reasonably acceptable to
Countrywide; 


          (g)
     If the REO Property was
acquired pursuant to a foreclosure sale, such sale was conducted in accordance
with applicable federal, state and local law, and the Mortgagor with respect to
the mortgage that was foreclosed upon has no claims against the REO Property or
the manner in which the foreclosure sale was conducted; 


          (h)
     Trustee has good and
marketable fee simple title to, and is the sole owner and holder of, the REO
Property free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security; 


          (i)
     There is no proceeding
pending for the total or partial condemnation of the REO Property. The REO
Property is free of contamination from Hazardous Substances, and no amount of
any Hazardous Substance has been disposed of or identified on, under or at the
REO Property in violation of any federal, state or municipal law, regulation or
standard; and 


          (j)
     There are no broker
commitments, listing agreements or sales contracts in force with respect to the
REO Property; and there are no other management, service, supply, security,
maintenance or other similar contracts or agreements with respect to the REO
Property which may affect the REO Property. 


ARTICLE V



DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party’s
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          Section
5.02 Remedies for Breach;Indemnification.



          (a)
     Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta’s representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide’s agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta’s failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
     Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide’s representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide’s indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta’s willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          Section
6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by
overnight mail, telecopy or via e-mail and shall be deemed effective upon
receipt to:


		(a)	
In the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com



or such other address as may hereafter be furnished to Countrywide in writing.







		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo






		(c)	
In the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;






		(d)	
In the case of MBIA,



MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com







          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          Section
6.10  No Partnership. Nothing herein shall be deemed or
construed to create a partnership or joint venture between the
parties hereto and the services of Countrywide shall be rendered as an
independent contractor.






          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             




Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement




MBIA Insurance Corporation

as Insurer


By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)






EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER



SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, California 93065

Attention:  Thomas Lin, Portfolio Services



Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group



MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)



Re:      Delta Funding Home Equity Loan Trust 199_-__



Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide"). Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [    ], [    ] and ending on
[    ], [     ]. 


		
[          
             
             
             
             
            
]



By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             








Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








 Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and among Delta
Funding Corporation ("Delta"), Countrywide Home Loans, Inc. ("Countrywide"),
Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee under the Pooling
and Servicing Agreement (as defined below) ("Wells Fargo") and MBIA Insurance
Corporation, as the insurer ("Insurer" or "MBIA"), shall be effective as of
December 6, 2000. 


PRELIMINARY STATEMENT


          Delta has
acted as "Servicer" under that certain Pooling and Servicing Agreement dated as
of February 28, 1997 by and among Delta, as seller and servicer and Wells Fargo
as successor to Bankers Trust Company of California, N.A., as trustee and MBIA
Insurance Corporation, as certificate insurer ("Insurer" or "MBIA"), as such may
have been amended to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          Countrywide
has agreed to act as a "backup servicer" (the "Backup Servicer") of the Mortgage
Loans and has further agreed to act as "Servicer" under the Pooling and
Servicing Agreement and provide primary servicing of the Mortgage Loans in the
event that Delta resigns, or Delta’s Servicing Term expires without
renewal, or Delta is otherwise removed as the "Servicer" under the Servicing
Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


           Section 1.01
Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are __________ days Delinquent. 


          "Delinquent"
means the monthly payment due on a due date is not received on or prior to the
next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          "NIM"
means a security the payments on which are derived primarily from distributions
on one or more Excess Cashflow Certificates. 


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to _________________________. 


          "Trust
Certificates" means the subordinated security which is entitled to receive
payments after the related NIM has been paid in full.


           Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.



          (a)
     Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
        During the Backup Servicing Period, Delta shall
provide Countrywide (i) on the fifth Business Day prior to a monthly
Distribution Date, a computer file that contains the information required under
Section 5.03(a) of the Pooling and Servicing Agreement (to the extent it
pertains to the Mortgage Loans), as of the end of the related preceding Due
Period, (ii) at a minimum, quarterly master mortgage loan servicing file, (iii)
electronic copies of all monthly reports prepared and delivered by Delta to
Wells Fargo and (iv) such other information as Countrywide may reasonably
request.


          
        Immediately, upon its resignation,
termination or upon the expiration of the Servicing Term, under the Servicing
Agreement, Delta (or Wells Fargo, as applicable) shall provide Countrywide with
written notice of the same. Delta shall, along with Countrywide's reasonable
assistance, undertake all steps necessary to transfer, or cause to be
transferred, the primary servicing of the Mortgage Loans to Countrywide by the
thirtieth (30th) day following Countrywide's receipt of the notice specified in
the immediately preceding sentence, or such later date as may be specified by
MBIA or Wells Fargo in the notice that the Servicing Term under the Servicing
Agreement has not been renewed. Delta's obligations to transfer the primary
servicing of the Mortgage Loans to Countrywide, shall include but not be limited
to, the delivery of all servicing files, including without duplication all
correspondence between Delta and the Mortgagors. Upon the transfer of servicing
of the Mortgage Loans to Countrywide (the "Servicing Transfer Date"),
Countrywide shall cease to act as the Backup Servicer and shall assume the
responsibilities and duties and be entitled to all the rights and benefits of
the "Servicer" under the Pooling and Servicing Agreement. Without limiting the
generality of the preceding sentence, the parties hereto agree that Countrywide,
upon it appointment as successor servicer under the Pooling and Servicing
Agreement, will immediately assume the obligations of the servicer to make
Monthly Advances and Servicing Advances to the extent required under the Pooling
and Servicing Agreement with full right to reimbursement therefore in accordance
with the terms and conditions of the Pooling and Servicing Agreement. If
Countrywide is ineligible to become the successor servicer under the Pooling and
Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)
     Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
     During the Backup
Servicing Period, Delta out of its compensation as Servicer under the Pooling
and Servicing Agreement, shall pay to Countrywide on the second Business Day
preceding the related Distribution Date, a monthly fee equal to
______________________  (the "Backup Servicing Fee"). 


          (b)
      Beginning on the Servicing Transfer Date,
Countrywide shall be entitled to receive the Servicing Compensation.


          (c)
     If on the Servicing
Transfer Date the unpaid principal balance of the Delinquent Loans exceeds
______________ of the unpaid principal balance of the Mortgage Loans on
the Servicing Transfer Date, Countrywide shall receive the Supplemental Fee. The
Supplemental Fee shall be payable on each Distribution Date thereafter,
regardless of the Delinquency Percentage. For any NIM Related Trust, the
Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA’s consent, if given, to Countrywide’s succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties’ rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          Section
2.05 Reimbursement of Advances.


          (a)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
     Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
     Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
     Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer’s knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


           (a)
     Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


           
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Servicing Agreement, (ii) Delta's Servicing Term under the
Servicing Agreement expires without renewal or (iii) Delta is otherwise removed
as Servicer under the Servicing Agreement prior to the one (1) year anniversary
of this Agreement, Delta shall pay Countrywide an amount equal to the difference
of (x) the Backup Servicing Fee that would have been earned by Countrywide
during the twelve one month periods as Backup Servicer following the execution
of this Agreement and (y) the amount of Backup Servicing Fees actually paid to
Countrywide and to the extent that Countrywide has not succeeded as the servicer
of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's right and
obligation to service as the Backup Servicer or succeed Delta as the servicer of
the Mortgage Loans under this Agreement shall terminate.


          (b)
     Countrywide may not resign from its obligations
and duties herein imposed on at any time except (a) with the prior written
consent of Wells Fargo and MBIA in their sole discretion and provided further
that a successor servicer (which must be reasonably acceptable to Wells Fargo
and MBIA and may be Wells Fargo) has fully assumed in writing all of
Countrywide’s obligations and duties hereunder, or (b) upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Wells Fargo within
thirty (30) days following the receipt by Wells Fargo of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation.



          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.



          (a)
     In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement, Countrywide shall
service the Mortgage Loans for a ninety (90) day term (the "Servicing Term"),
which Servicing Term may be renewed by MBIA or the Trustee as set forth below.
MBIA may, in its sole discretion, send or direct the Trustee, in writing, to
send a written notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a "Servicing
Period"). Any Servicer Extension Notice shall be delivered to such parties no
later than ten (10) Business Days prior to the expiration of the existing
Servicing Period; provided, however, that any such Servicer Extension Notice
that extends the Servicing Term beyond the existing Servicing Term is revocable
by MBIA, in it sole discretion, at any time before the expiration of such ten
(10) Business Day period. Countrywide shall be bound upon its receipt of any
such Servicer Extension Notice, for the duration of the Servicing Period and
each successive term covered by such Servicer Extension Notice to act as the
"Servicer" of the Mortgage Loans under the Pooling and Servicing Agreement,
unless sooner terminated in accordance with Article VIII of the Pooling and
Servicing Agreement. If a Servicer Extension Notice is delivered after the
expiration of the existing Servicing Term, MBIA and Countrywide may agree that
Countrywide shall be bound for the Servicing Term covered by such Servicer
Extension Notice to act as the Servicer of the Mortgage Loans hereunder, unless
Countrywide is otherwise terminated under this Agreement. Unless a Servicer
Extension Notice is sent, this Servicing Agreement and all of the
Servicer’s rights and obligations shall expire at the end of the applicable
Servicing Period. 


          (b)
     In the event that Wells Fargo has not received
written direction to extend the Servicing Term from MBIA on or before the tenth
(10th) Business Day prior to the expiration of
the existing Servicing Period, then Wells Fargo may notify MBIA to that effect
and inquire as to whether MBIA will direct Wells Fargo to send Countrywide a
Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
     Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
     Eligibility to Act as a Servicer.
Countrywide hereby represents and warrants that it meets the eligibility
requirements to be a successor servicer under the Pooling and Servicing
Agreement as of the date of this Agreement. If Countrywide ceases to meet the
eligibility requirements under a Pooling and Servicing Agreement, Countrywide
shall immediately notify Wells Fargo, MBIA and Delta in writing. Prior to the
Servicing Transfer Date, upon any event described in the immediately preceding
sentence, this Agreement may be immediately terminated by Wells Fargo with the
consent of MBIA. Following the Servicing Transfer Date, upon any event described
in second sentence of this Section 4.01(b), Wells Fargo may terminate, with the
consent of MBIA, Countrywide only as permitted under the Pooling and Servicing
Agreement. 


          (c)
     No Violation.
Neither the execution and delivery by Countrywide of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Countrywide with the provisions hereof or of the Pooling
and Servicing Agreement, will conflict with or result in a breach or violation
of, or constitute a default (or an event which, with notice or the lapse of
time, or both, would constitute a default) under, the organizational documents
(its articles of incorporation, charter or by-laws) of Countrywide, or any of
the provisions of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state, or local governmental or regulatory authority or court)
binding on Countrywide, or any of its properties, or any of the provisions of
any indenture, mortgage, contract, instrument, or other document (including,
without limitation, the Pooling and Servicing Agreement) to which Countrywide is
a party or by which it is bound, or result in the creation or imposition of any
lien, charge, or encumbrance upon any of their respective properties pursuant to
the terms of any indenture, mortgage, contract, instrument, or other document.
Countrywide is not otherwise in violation of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state or local governmental
or regulatory authority or court), which violation, in Countrywide ‘s good
faith and reasonable judgment, is likely to affect materially and adversely
either its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement, or the financial condition of Countrywide. 


          (d)
     Authorization and
Enforceability. The execution and delivery by Countrywide of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
and compliance by Countrywide with the terms hereof and of the Pooling and
Servicing Agreement are within the powers of Countrywide, and have been duly
authorized by all necessary action on the part of Countrywide. This Agreement
has been duly executed and delivered by Countrywide and constitutes the legal,
valid and binding obligation of Countrywide, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Countrywide
has not failed to obtain any consent, approval, authorization, or order of, or
failed to cause any registration or qualification with, any court or regulatory
authority or other governmental body having jurisdiction over Countrywide, which
consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by
Countrywide. 


          (e)
     Approvals and
Permits. Countrywide possesses such certificates, authorizations, licenses,
and permits issued by the appropriate state, federal, and foreign regulatory
agencies or bodies necessary to conduct the business now operated by it and
contemplated by the terms of this Agreement, and Countrywide has not received
any notice of proceedings relating to the revocation or modification of any such
certificate, authorization, or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling, or finding, would materially and
adversely affect the conduct of the business, operations, financial condition,
or income of Countrywide. 


          (f)
     No Litigation or Adverse Conditions. No
litigation is pending or, to the best of Countrywide ‘s knowledge,
threatened against it, which, if determined adversely to Countrywide would
prohibit Countrywide from entering into this Agreement or, in the good faith and
reasonable judgment of Countrywide, is likely to materially and adversely affect
either its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement or the financial condition of Countrywide. Countrywide has
no knowledge of any recent adverse financial condition or event with respect to
itself that, in its good faith and reasonable judgment, is likely to materially
and adversely affect its ability to perform its obligations hereunder or under
the Pooling and Servicing Agreement. 


          (g)
     Fidelity Bond; Errors and Omission
Insurance. Each officer, director, employee, consultant and advisor of
Countrywide with responsibilities concerning the servicing and administration of
the Mortgage Loans is covered by errors and omissions insurance and fidelity
bond insurance in the amounts and with the coverage required under the Pooling
and Servicing Agreement for it to maintain. Neither Countrywide nor any of its
officers, directors, employees, consultants, or advisors involved in the
servicing or administration of the Mortgage Loans has been refused such coverage
or insurance. 


          (h)
      FannieMae-Approved. Countrywide is a FannieMae
approved seller/servicer of single-family first and second lien mortgage loans
in good standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          
(a)     No Violation.
Neither the execution and delivery by Delta of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Delta with the provisions hereof, will conflict with or
result in a breach or violation of, or constitute a default (or an event which,
with notice or the lapse of time, or both, would constitute a default) under,
the organizational documents (its articles of incorporation or charter or
by-laws) of Delta, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Delta, or any of its properties, or
any of the provisions of any indenture, mortgage, contract, instrument, or other
document to which Delta is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Delta is not otherwise in violation of
any law, rule, regulation, judgment, decree, demand, or order (of any federal,
state or local governmental or regulatory authority or court), which violation,
in Delta’s good faith and reasonable judgment, is likely to affect
materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          
(b)     
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
     The servicing and collection practices with
respect to each Mortgage Loan and the promissory note related to each Mortgage
(the "Mortgage Note) have been conducted in all respects in accordance with the
terms of Mortgage Note and in compliance with all applicable laws and
regulations (including, without limitation laws related to usury, truth in
lending, real estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws) and in accordance with the proper,
prudent and customary practices in the mortgage origination and servicing
business; 


          (b)
     At all times since the execution of the Pooling
and Servicing Agreement, the Mortgage Loans and REO Properties have been
serviced in accordance with the provisions of the Pooling and Servicing
Agreement; 


          (c)
     All servicing records relating to each Mortgage
Loan and REO Property which Countrywide has received from Delta are true and
correct in all material respects, the unpaid principal balance of each Mortgage
Loan is as stated on the prior servicer’s ledger, computer printouts, and
records pertaining to each Mortgage Loan and REO Property received by
Countrywide and any amounts held in trust for the Mortgagor(s) are the true and
correct balances of the accounts related thereto; 


          (d)
     Other than foreclosure or an eviction proceeding
and except as disclosed to Countrywide in writing, there is no action, suit,
proceeding, investigation or litigation pending or, to Delta’s knowledge,
threatened, with respect to the Mortgage Loan or the Mortgaged Property or the
REO Property; 


          (e)
     Except as disclosed to Countrywide in writing,
there are no delinquent taxes, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in future
installments, or other outstanding charges affecting the related Mortgaged
Property or REO Property. All homeowner association, condominium, PUD or similar
assessments have been timely paid to the appropriate party and properly
accounted for; 


          (f)
     The Mortgage Loan or REO Property is covered by a
valid and transferable tax service contract with Transamerica, or such other
vendor as may be reasonably acceptable to Countrywide; 


          (g)
     If the REO Property was acquired pursuant to a
foreclosure sale, such sale was conducted in accordance with applicable federal,
state and local law, and the Mortgagor with respect to the mortgage that was
foreclosed upon has no claims against the REO Property or the manner in which
the foreclosure sale was conducted; 


          (h)
     Trustee has good and marketable fee simple title
to, and is the sole owner and holder of, the REO Property free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security; 


          (i)
     There is no proceeding pending for the total or
partial condemnation of the REO Property. The REO Property is free of
contamination from Hazardous Substances, and no amount of any Hazardous
Substance has been disposed of or identified on, under or at the REO Property in
violation of any federal, state or municipal law, regulation or standard; and



          (j)
     There are no broker commitments, listing
agreements or sales contracts in force with respect to the REO Property; and
there are no other management, service, supply, security, maintenance or other
similar contracts or agreements with respect to the REO Property which may
affect the REO Property. 


ARTICLE V



DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party’s
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


           Section 5.02
Remedies for Breach;Indemnification. 


          (a)
     Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta’s representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide’s agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta’s failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
     Countrywide agrees to indemnify, defend, and hold
Wells Fargo, MBIA and Delta harmless from and against any and all Damages
incurred by Wells Fargo, MBIA and Delta in connection with third-party claims
resulting from (i) any act or omission on the part of Countrywide which occurred
in connection with the servicing of a Mortgage Loan at any time after the
Servicing Transfer Date; or (ii) a breach of any of Countrywide’s
representations, warranties or covenants, or obligations, contained herein;
provided, however, that Countrywide’s indemnity obligation hereunder shall
not extend to any Damages recoverable by Delta and Wells Fargo under the terms
of the Pooling and Servicing Agreement or any Damages to the extent caused by
Delta’s willful misconduct or negligence. Countrywide shall reimburse Delta
for amounts pursuant to which Delta is entitled to indemnification hereunder as
such amounts are incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          Section
6.06 Notices. Unless otherwise provided herein, all demands, notices and
direction hereunder shall be in writing and sent by overnight mail, telecopy or
via e-mail and shall be deemed effective upon receipt to:


		(a)	
In the case of Delta,



Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: (516) 812-8227

Facsimile: (516) 364-9450

E-mail: rblass@deltafunding.com





		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo





		(c)	
In the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;






		(d)	
In the case of MBIA,



MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

     Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com






          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          Section
6.10  No Partnership. Nothing herein shall be deemed or
construed to create a partnership or joint venture between the
parties hereto and the services of Countrywide shall be rendered as an
independent contractor.






          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             




Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement




MBIA Insurance Corporation

as Insurer


By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)






EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER



SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, California 93065

Attention:  Thomas Lin, Portfolio Services



Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group



MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)



Re:      Delta Funding Home Equity Loan Trust 199_-__



Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide"). Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [     ], [     ] and ending on
[    ], [     ]. 


		
[          
             
             
             
             
   ]



By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             








Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.









 Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide") and Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo"), shall be effective as of December 6, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing Agreement
dated as of May 31, 1997 by and among Delta, as seller and servicer and Wells
Fargo, as trustee (the "Trustee") (the "Pooling and Servicing Agreement"); and



          Countrywide
has agreed to act as a "backup" servicer ("Backup Servicer") of the Mortgage
Loans and has further agreed to succeed Delta as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns or is otherwise removed as the "Servicer" under the
Pooling and Servicing Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I



DEFINITIONS


           Section 1.01
Definitions Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are ______ days Delinquent. 


          "Delinquent"
means the monthly payment due on a due date is not received on or prior to the
next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          "NIM"
means a security the payments on which are derived primarily from distributions
on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to ____________________________
____________________________________.
 


          "Trust
Certificates" means the subordinated security which is entitled to receive
payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II



APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
     Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
        During the Backup Servicing Period,
Delta shall provide Countrywide (i) on the fifth Business Day prior to a monthly
Distribution Date, a computer file that contains the information required under
Section 5.03(a) of the Pooling and Servicing Agreement (to the extent it
pertains to the Mortgage Loans), as of the end of the related preceding Due
Period, (ii) at a minimum, quarterly master mortgage loan servicing file, (iii)
electronic copies of all monthly reports prepared and delivered by Delta to
Wells Fargo and (iv) such other information as Countrywide may reasonably
request.


          
        Immediately, upon its resignation or
termination under the Pooling and Servicing Agreement, Delta (or Wells Fargo, as
applicable) shall provide Countrywide with written notice of the same. Delta
shall, along with Countrywide's reasonable assistance, undertake all steps
necessary to transfer, or cause to be transferred, the primary servicing of the
Mortgage Loans to Countrywide by the thirtieth (30th) day following
Countrywide's receipt of the notice specified in the immediately preceding
sentence, or such later date as may be specified by Wells Fargo in the above
notice. Delta's obligations to transfer the primary servicing of the Mortgage
Loans to Countrywide, shall include but not be limited to, the delivery of all
servicing files, including without duplication all correspondence between Delta
and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans to
Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act as
the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Wells Fargo is required to assume such duties,
either as trustee, securities administrator or successor servicer, Wells Fargo
may at its discretion, (i) retain Countrywide to act a subservicer of the
Mortgage Loans and Countrywide shall perform all permitted servicing functions
on behalf of Wells Fargo under the Pooling and Servicing Agreement or (ii)
appoint another entity to act as successor servicer and Countrywide shall
reimburse Wells Fargo up to $25,000 in the aggregate and without duplication
with respect to all Pooling and Servicing Agreements where Countrywide is acting
as Backup Servicer and Wells Fargo is Trustee, for costs and expenses reasonably
incurred by Wells Fargo in appointing such successor servicer. If Countrywide is
retained as a subservicer of the Mortgage Loans pursuant to clause (i) in the
immediately preceding sentence, (x) Countrywide and Wells Fargo shall execute a
subservicing agreement containing terms substantially similar to the terms
concerning compensation and limitation of liability that are set forth in this
Agreement, (y) Wells Fargo may reasonably monitor Countrywide to confirm that
servicing is being performed as required by the Pooling and Servicing Agreement
and (z) Countrywide's duties as subservicer will cease upon the earlier of its
appointment as successor servicer under the Pooling and Servicing Agreement or
the termination of Wells Fargo's servicing duties.


          (b)
     Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following
compensation:


          (a)
     During the Backup Servicing Period, Delta out of
its compensation as Servicer under the Pooling and Servicing Agreement, shall
pay to Countrywide on the second Business Day preceding the related Distribution
Date, a monthly fee equal to ____________________  (the "Backup Servicing Fee"). 


          (b)
      Beginning on the Servicing Transfer Date,
Countrywide shall be entitled to receive the Servicing Compensation.


          (c)
     If on the Servicing
Transfer Date the unpaid principal balance of the Delinquent Loans exceeds
____________________ of the unpaid principal balance of the Mortgage Loans on
the Servicing Transfer Date, Countrywide shall receive the Supplemental Fee. The
Supplemental Fee shall be payable on each Distribution Date thereafter,
regardless of the Delinquency Percentage. For any NIM Related Trust, the
Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo and, the
Rating Agencies. Notwithstanding anything to the contrary contained herein, it
is acknowledged, understood and agreed that Countrywide shall have no obligation
to incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          Section
2.05  Reimbursement of Advances.



          (a)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
     If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
     Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
     Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
     Wells Fargo shall provide Countrywide with a certificate of an officer of Wells
Fargo that, to the best of such officer’s knowledge: (i) contains a
complete description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Wells Fargo concerning deposits into or
withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo or Delta as permitted herein. 


          (a)
     Neither Delta or Wells Fargo may terminate this Agreement before the one (1)
year anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Wells Fargo, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Pooling and Servicing Agreementor (ii) Delta is otherwise
removed as Servicer under the Pooling and Servicing Agreement prior to the one
(1) year anniversary of this Agreement, Delta shall pay Countrywide an amount
equal to the difference of (x) the Backup Servicing Fee that would have been
earned by Countrywide during the twelve one month periods as Backup Servicer
following the execution of this Agreement and (y) the amount of Backup Servicing
Fees actually paid to Countrywide andto the extent that Countrywide has not
succeeded as the servicer of the Mortgage Loans pursuant to Section 2.01(a)
above, Countrywide's right and obligation to service as the Backup Servicer or
succeed Delta as the servicer of the Mortgage Loans under this Agreement shall
terminate.


          (b)
     Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Wells Fargo and may be Wells Fargo) has fully assumed
in writing all of Countrywide’s obligations and duties hereunder, or (b)
upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Wells Fargo within
thirty (30) days following the receipt by Wells Fargo of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Wells Fargo: 


          (a)
      Organization and
Good Standing. Countrywide is an entity duly organized, validly existing,
and in good standing under the laws of the state of New York, and is in
compliance with the laws of each state in which any property is located to the
extent necessary to ensure the enforceability of each Mortgage Loan and to
perform its obligations hereunder and the Pooling and Servicing Agreement. 


          (b)
     Eligibility to Act
as a Servicer. Countrywide hereby represents and warrants that it meets the
eligibility requirements to be a successor servicer under the Pooling and
Servicing Agreement as of the date of this Agreement. If Countrywide ceases to
meet the eligibility requirements under a Pooling and Servicing Agreement,
Countrywide shall immediately notify Wells Fargo and Delta in writing. Prior to
the Servicing Transfer Date, upon any event described in the immediately
preceding sentence, this Agreement may be immediately terminated by Wells Fargo.
Following the Servicing Transfer Date, upon any event described in second
sentence of this Section 4.01(b), Wells Fargo may terminate Countrywide only as
permitted under the Pooling and Servicing Agreement. 


          (c)
     No Violation.
Neither the execution and delivery by Countrywide of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Countrywide with the provisions hereof or of the Pooling
and Servicing Agreement, will conflict with or result in a breach or violation
of, or constitute a default (or an event which, with notice or the lapse of
time, or both, would constitute a default) under, the organizational documents
(its articles of incorporation, charter or by-laws) of Countrywide, or any of
the provisions of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state, or local governmental or regulatory authority or court)
binding on Countrywide, or any of its properties, or any of the provisions of
any indenture, mortgage, contract, instrument, or other document (including,
without limitation, the Pooling and Servicing Agreement) to which Countrywide is
a party or by which it is bound, or result in the creation or imposition of any
lien, charge, or encumbrance upon any of their respective properties pursuant to
the terms of any indenture, mortgage, contract, instrument, or other document.
Countrywide is not otherwise in violation of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state or local governmental
or regulatory authority or court), which violation, in Countrywide ‘s good
faith and reasonable judgment, is likely to affect materially and adversely
either its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement, or the financial condition of Countrywide. 


          (d)
     Authorization and
Enforceability. The execution and delivery by Countrywide of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
and compliance by Countrywide with the terms hereof and of the Pooling and
Servicing Agreement are within the powers of Countrywide, and have been duly
authorized by all necessary action on the part of Countrywide. This Agreement
has been duly executed and delivered by Countrywide and constitutes the legal,
valid and binding obligation of Countrywide, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Countrywide
has not failed to obtain any consent, approval, authorization, or order of, or
failed to cause any registration or qualification with, any court or regulatory
authority or other governmental body having jurisdiction over Countrywide, which
consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by
Countrywide. 


          (e)
     Approvals and
Permits. Countrywide possesses such certificates, authorizations, licenses,
and permits issued by the appropriate state, federal, and foreign regulatory
agencies or bodies necessary to conduct the business now operated by it and
contemplated by the terms of this Agreement, and Countrywide has not received
any notice of proceedings relating to the revocation or modification of any such
certificate, authorization, or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling, or finding, would materially and
adversely affect the conduct of the business, operations, financial condition,
or income of Countrywide. 


          (f)
     No Litigation or
Adverse Conditions. No litigation is pending or, to the best of Countrywide
‘s knowledge, threatened against it, which, if determined adversely to
Countrywide would prohibit Countrywide from entering into this Agreement or, in
the good faith and reasonable judgment of Countrywide, is likely to materially
and adversely affect either its ability to perform its obligations hereunder or
under the Pooling and Servicing Agreement or the financial condition of
Countrywide. Countrywide has no knowledge of any recent adverse financial
condition or event with respect to itself that, in its good faith and reasonable
judgment, is likely to materially and adversely affect its ability to perform
its obligations hereunder or under the Pooling and Servicing Agreement. 


          (g)
     Fidelity Bond;
Errors and Omission Insurance. Each officer, director, employee, consultant
and advisor of Countrywide with responsibilities concerning the servicing and
administration of the Mortgage Loans is covered by errors and omissions
insurance and fidelity bond insurance in the amounts and with the coverage
required under the Pooling and Servicing Agreement for it to maintain. Neither
Countrywide nor any of its officers, directors, employees, consultants, or
advisors involved in the servicing or administration of the Mortgage Loans has
been refused such coverage or insurance. 


          (h)
     FannieMae-Approved. Countrywide is a
FannieMae approved seller/servicer of single-family first and second lien
mortgage loans in good standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and Wells Fargo: 


          (a)
     No Violation.
Neither the execution and delivery by Delta of this Agreement, nor the
consummation by it of the transactions contemplated hereby, nor the performance
of and compliance by Delta with the provisions hereof, will conflict with or
result in a breach or violation of, or constitute a default (or an event which,
with notice or the lapse of time, or both, would constitute a default) under,
the organizational documents (its articles of incorporation or charter or
by-laws) of Delta, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Delta, or any of its properties, or
any of the provisions of any indenture, mortgage, contract, instrument, or other
document to which Delta is a party or by which it is bound, or result in the
creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Delta is not otherwise in violation of
any law, rule, regulation, judgment, decree, demand, or order (of any federal,
state or local governmental or regulatory authority or court), which violation,
in Delta’s good faith and reasonable judgment, is likely to affect
materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
     Authorization and Enforceability. The
execution and delivery by Delta of this Agreement, the consummation of the
transactions contemplated hereby, and the performance and compliance by Delta
with the terms hereof are within the powers of Delta, and have been duly
authorized by all necessary action on the part of Delta. All organizational
resolutions and consents necessary for Delta to enter into and consummate all
transactions contemplated hereby have been obtained. This Agreement has been
duly executed and delivered by Delta and will constitute the legal, valid and
binding obligation of Delta, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
and other similar laws affecting creditors’ rights generally, and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law. Delta need not obtain any other
consents, approvals, authorizations, or orders of, any court, regulatory
authority or other governmental body having jurisdiction over Delta, which
consent, approval, authorization, order, registration, or qualification is
required for, and the absence of which would materially adversely affect, the
legal and valid execution, delivery, and performance of this Agreement by Delta.



          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          (a)
     The servicing and collection practices with
respect to each Mortgage Loan and the promissory note related to each Mortgage
(the "Mortgage Note) have been conducted in all respects in accordance with the
terms of Mortgage Note and in compliance with all applicable laws and
regulations (including, without limitation laws related to usury, truth in
lending, real estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws) and in accordance with the proper,
prudent and customary practices in the mortgage origination and servicing
business; 


          (b)
     At all times since the execution of the Pooling
and Servicing Agreement, the Mortgage Loans and REO Properties have been
serviced in accordance with the provisions of the Pooling and Servicing
Agreement; 


          (c)
     All servicing records
relating to each Mortgage Loan and REO Property which Countrywide has received
from Delta are true and correct in all material respects, the unpaid principal
balance of each Mortgage Loan is as stated on the prior servicer’s ledger,
computer printouts, and records pertaining to each Mortgage Loan and REO
Property received by Countrywide and any amounts held in trust for the
Mortgagor(s) are the true and correct balances of the accounts related thereto; 


          (d)
     Other than foreclosure
or an eviction proceeding and except as disclosed to Countrywide in writing,
there is no action, suit, proceeding, investigation or litigation pending or, to
Delta’s knowledge, threatened, with respect to the Mortgage Loan or the
Mortgaged Property or the REO Property; 


          (e)
     Except as disclosed to
Countrywide in writing, there are no delinquent taxes, water charges, sewer
rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments, or other outstanding charges
affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
     The Mortgage Loan or REO Property is covered by a
valid and transferable tax service contract with Transamerica, or such other
vendor as may be reasonably acceptable to Countrywide; 


          (g)
     If the REO Property was acquired pursuant to a
foreclosure sale, such sale was conducted in accordance with applicable federal,
state and local law, and the Mortgagor with respect to the mortgage that was
foreclosed upon has no claims against the REO Property or the manner in which
the foreclosure sale was conducted; 


          (h)
     Trustee has good and
marketable fee simple title to, and is the sole owner and holder of, the REO
Property free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security; 


          (i)
     There is no proceeding pending for the total or
partial condemnation of the REO Property. The REO Property is free of
contamination from Hazardous Substances, and no amount of any Hazardous
Substance has been disposed of or identified on, under or at the REO Property in
violation of any federal, state or municipal law, regulation or standard; and



          (j)
     There are no broker commitments, listing
agreements or sales contracts in force with respect to the REO Property; and
there are no other management, service, supply, security, maintenance or other
similar contracts or agreements with respect to the REO Property which may
affect the REO Property. 


ARTICLE V



DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party’s continued failure
to cure such breach, the non-breaching party shall be entitled to its remedies
set forth in Section 5.02 hereof. 


          Section
5.02  Remedies for Breach;Indemnification.



          (a)
     Delta agrees to indemnify and hold each of Wells
Fargo, in its corporate capacity and as Trustee under the Pooling and Servicing
Agreement and Countrywide harmless from and against any and all costs, demands,
losses, claims, liabilities, fines, penalties and expenses (including interest
which may be imposed in connection therewith and court costs and fees and
disbursements of counsel) (collectively, the "Damages") incurred by Wells Fargo
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta’s representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide’s agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta’s failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo or Countrywide, as the case may be for
amounts pursuant to which Countrywide is entitled to indemnification hereunder
as such Damages are incurred. 


          (b)
     Countrywide agrees to indemnify, defend, and hold
Wells Fargo and Delta harmless from and against any and all Damages incurred by
Wells Fargo and Delta in connection with third-party claims resulting from (i)
any act or omission on the part of Countrywide which occurred in connection with
the servicing of a Mortgage Loan at any time after the Servicing Transfer Date;
or (ii) a breach of any of Countrywide’s representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide’s indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta’s willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          Section
6.03  Amendment. This Agreement may be amended from time to time
by written agreement signed by each of the parties hereto.


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          Section
6.06  Notices. Unless otherwise provided herein, all demands, notices and
direction hereunder shall be in writing and sent by overnight mail, telecopy or
via e-mail and shall be deemed effective upon receipt to:


		(a)	
In the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com



or such other address as may hereafter be furnished to Countrywide in writing.





		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo






		(c)	
In the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;







          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          Section
6.10  No Partnership. Nothing herein shall be deemed or construed to
create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent contractor.






          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 



		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:            
             
             
             
             

Title:            
             
             
             
             







SCHEDULE 3.01(A)



TO THE AGREEMENT TO ACT AS BACKUP SERVICER



(ATTACHED)






Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP
SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide") and Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo"), shall be effective as of December 6, 2000. 


PRELIMINARY STATEMENT


          Delta
currently acts as "Servicer" under that certain Pooling and Servicing
Agreement dated as of May 31, 1998 by and among Delta, as seller and servicer
and Wells Fargo, as trustee (the "Trustee") (the "Pooling and
Servicing Agreement"); and 


          Countrywide
has agreed to act as a "backup" servicer ("Backup Servicer")
of the Mortgage Loans and has further agreed to succeed Delta as
"Servicer" under the Pooling and Servicing Agreement and provide
primary servicing of the Mortgage Loans in the event that Delta resigns or is
otherwise removed as the "Servicer" under the Pooling and Servicing
Agreement. 


          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          Section 1.01 Definitions
Incorporated by Reference.


          "Delinquency
Percentage" means the percentage equivalent of a fraction the numerator
of which is the aggregate principal balance of the Delinquent Loans as of the
last business day of the calendar month prior to the month of determination and
the denominator of which is the aggregate principal balance of all of the
Mortgage Loans in the applicable trust as of such last business day. 


          "Delinquent
Loans" means Mortgage Loans which are ____________ days Delinquent. 


          "Delinquent"
means the monthly payment due on a due date is not received on or
prior to the next due date for such Mortgage Loan.


          "Excess
Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          "NIM"
means a security the payments on which are derived primarily from distributions
on one or more Excess Cashflow Certificates.


          "NIM
Related Trust" means a trust which issued Excess Cashflow Certificates
that back a NIM. 


          "Supplemental
Fee" means for any Distribution Date, an amount equal to
____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement. 


ARTICLE II



APPOINTMENT OF COUNTRYWIDE

          Section 2.01 Appointment
of Backup Servicer; Duties of Backup Servicer.


          (a)  
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


        
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


        
           Immediately, upon
its resignation or termination under the Pooling and Servicing Agreement, Delta
(or Wells Fargo, as applicable) shall provide Countrywide with written notice of
the same. Delta shall, along with Countrywide's reasonable assistance, undertake
all steps necessary to transfer, or cause to be transferred, the primary
servicing of the Mortgage Loans to Countrywide by the thirtieth (30th) day
following Countrywide's receipt of the notice specified in the immediately
preceding sentence, or such later date as may be specified by Wells Fargo in the
above notice. Delta's obligations to transfer the primary servicing of the
Mortgage Loans to Countrywide, shall include but not be limited to, the delivery
of all servicing files, including without duplication all correspondence between
Delta and the Mortgagors. Upon the transfer of servicing of the Mortgage Loans
to Countrywide (the "Servicing Transfer Date"), Countrywide shall cease to act
as the Backup Servicer and shall assume the responsibilities and duties and be
entitled to all the rights and benefits of the "Servicer" under the Pooling and
Servicing Agreement. Without limiting the generality of the preceding sentence,
the parties hereto agree that Countrywide, upon it appointment as successor
servicer under the Pooling and Servicing Agreement, will immediately assume the
obligations of the servicer to make Monthly Advances and Servicing Advances to
the extent required under the Pooling and Servicing Agreement with full right to
reimbursement therefore in accordance with the terms and conditions of the
Pooling and Servicing Agreement. If Countrywide is ineligible to become the
successor servicer under the Pooling and Servicing Agreement because of the
criteria set forth therein, and Wells Fargo is required to assume such duties,
either as trustee, securities administrator or successor servicer, Wells Fargo
may at its discretion, (i) retain Countrywide to act a subservicer of the
Mortgage Loans and Countrywide shall perform all permitted servicing functions
on behalf of Wells Fargo under the Pooling and Servicing Agreement or (ii)
appoint another entity to act as successor servicer and Countrywide shall
reimburse Wells Fargo up to $25,000 in the aggregate and without duplication
with respect to all Pooling and Servicing Agreements where Countrywide is acting
as Backup Servicer and Wells Fargo is Trustee, for costs and expenses reasonably
incurred by Wells Fargo in appointing such successor servicer. If Countrywide is
retained as a subservicer of the Mortgage Loans pursuant to clause (i) in the
immediately preceding sentence, (x) Countrywide and Wells Fargo shall execute a
subservicing agreement containing terms substantially similar to the terms
concerning compensation and limitation of liability that are set forth in this
Agreement, (y) Wells Fargo may reasonably monitor Countrywide to confirm that
servicing is being performed as required by the Pooling and Servicing Agreement
and (z) Countrywide's duties as subservicer will cease upon the earlier of its
appointment as successor servicer under the Pooling and Servicing Agreement or
the termination of Wells Fargo's servicing duties.


          (b)  
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following
compensation:


          
(a)  During the Backup Servicing Period, Delta out of its compensation as
Servicer under the Pooling and Servicing Agreement, shall pay to Countrywide on
the second Business Day preceding the related Distribution Date, a monthly fee
equal to _________________________ (the "Backup Servicing Fee").


          
(b)  Beginning on the Servicing Transfer Date, Countrywide shall be
entitled to receive the Servicing Compensation.


          
(c)  If on the Servicing Transfer Date the unpaid principal balance of
the Delinquent Loans exceeds _________________ of the unpaid principal
balance of the Mortgage Loans on the Servicing Transfer Date, Countrywide shall
receive the Supplemental Fee. The Supplemental Fee shall be payable on each
Distribution Date thereafter, regardless of the Delinquency Percentage. For any
NIM Related Trust, the Supplemental Fee shall be payable after the NIM but
before the Trust Certificates. For any other trust, the Supplemental Fee shall
be payable after any carryover amounts due to the related certificateholders,
including any certificate holders of any insured certificate, but before any
distributions to the related Excess Cashflow Certificates.


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide’s
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo and, the
Rating Agencies. Notwithstanding anything to the contrary contained herein, it
is acknowledged, understood and agreed that Countrywide shall have no obligation
to incur any out of pocket cost or expenses (including without limitation, legal
fees) in order to compel the performance of any obligations by any other party
to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo’s reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)  
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III



SERVICING PROCEDURES

          Section 3.01 Transfer of Servicing.


          (a)  
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)  
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)  
Wells Fargo shall provide Countrywide with a certificate of an officer of Wells
Fargo that, to the best of such officer’s knowledge: (i) contains a
complete description all material breaches by Delta of the Pooling and Servicing
Agreement which have not been fully cured (other than those related solely to
the filing of the petition for reorganization), including without limitation,
all disputes between Delta and Wells Fargo concerning deposits into or
withdrawals from the related Collection Account and all disputes relating to
Delta’s servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo or Delta as permitted herein. 


          (a)  
Neither Delta or Wells Fargo may terminate this Agreement before the one (1)
year anniversary of this Agreement. Thereafter, but prior to Countrywide being
appointed as a successor servicer under the Pooling and Servicing Agreement,
Wells Fargo, and not Delta may terminate this Agreement, without payment of a
termination fee, upon providing not less that forty-five (45) days written
notice to Countrywide. 


          
        Notwithstanding anything to the
contrary in the foregoing, if (i) Delta sells its rights to service the Mortgage
Loans under the Pooling and Servicing Agreementor (ii) Delta is otherwise
removed as Servicer under the Pooling and Servicing Agreement prior to the one
(1) year anniversary of this Agreement, Delta shall pay Countrywide an amount
equal to the difference of (x) the Backup Servicing Fee that would have been
earned by Countrywide during the twelve one month periods as Backup Servicer
following the execution of this Agreement and (y) the amount of Backup Servicing
Fees actually paid to Countrywide andto the extent that Countrywide has not
succeeded as the servicer of the Mortgage Loans pursuant to Section 2.01(a)
above, Countrywide's right and obligation to service as the Backup Servicer or
succeed Delta as the servicer of the Mortgage Loans under this Agreement shall
terminate.


          (b)  
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo in its sole
discretion and provided further that a successor servicer (which must be
reasonably acceptable to Wells Fargo and may be Wells Fargo) has fully assumed
in writing all of Countrywide’s obligations and duties hereunder, or (b)
upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by Countrywide. In the event
that Countrywide resigns under this Agreement, Countrywide will be entitled only
to compensation accrued but unpaid, together with any unreimbursed advances
together with any interest thereon, at the time such resignation becomes
effective. All such amounts shall be paid to Countrywide by Wells Fargo within
thirty (30) days following the receipt by Wells Fargo of funds permitted to be
applied to such amounts in accordance with the Pooling and Servicing Agreement
and this Agreement. In the event Countrywide resigns from its obligations and
duties hereunder, it shall not be entitled to any termination compensation. 


          Section
3.04 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta’s for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.05 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES

          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta
and Wells Fargo: 


          
(a)  Organization and Good Standing. Countrywide is an entity duly
organized, validly existing, and in good standing under the laws of the state of
New York, and is in compliance with the laws of each state in which any property
is located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement.


          
(b)  Eligibility to Act as a Servicer. Countrywide hereby
represents and warrants that it meets the eligibility requirements to be a
successor servicer under the Pooling and Servicing Agreement as of the date of
this Agreement. If Countrywide ceases to meet the eligibility requirements under
a Pooling and Servicing Agreement, Countrywide shall immediately notify Wells
Fargo and Delta in writing. Prior to the Servicing Transfer Date, upon any event
described in the immediately preceding sentence, this Agreement may be
immediately terminated by Wells Fargo. Following the Servicing Transfer Date,
upon any event described in second sentence of this Section 4.01(b), Wells Fargo
may terminate Countrywide only as permitted under the Pooling and Servicing
Agreement.


          
(c)  No Violation. Neither the execution and delivery by
Countrywide of this Agreement, nor the consummation by it of the transactions
contemplated hereby, nor the performance of and compliance by Countrywide with
the provisions hereof or of the Pooling and Servicing Agreement, will conflict
with or result in a breach or violation of, or constitute a default (or an event
which, with notice or the lapse of time, or both, would constitute a default)
under, the organizational documents (its articles of incorporation, charter or
by-laws) of Countrywide, or any of the provisions of any law, rule, regulation,
judgment, decree, demand, or order (of any federal, state, or local governmental
or regulatory authority or court) binding on Countrywide, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document (including, without limitation, the Pooling and
Servicing Agreement) to which Countrywide is a party or by which it is bound, or
result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Countrywide is not otherwise
in violation of any law, rule, regulation, judgment, decree, demand, or order
(of any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide.


          
(d)  Authorization and Enforceability. The execution and
delivery by Countrywide of this Agreement, the consummation of the transactions
contemplated hereby, and the performance and compliance by Countrywide with the
terms hereof and of the Pooling and Servicing Agreement are within the powers of
Countrywide, and have been duly authorized by all necessary action on the part
of Countrywide. This Agreement has been duly executed and delivered by
Countrywide and constitutes the legal, valid and binding obligation of
Countrywide, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting creditors’ rights generally, and to general principles of
equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide.


          
(e)  Approvals and Permits. Countrywide possesses such
certificates, authorizations, licenses, and permits issued by the appropriate
state, federal, and foreign regulatory agencies or bodies necessary to conduct
the business now operated by it and contemplated by the terms of this Agreement,
and Countrywide has not received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization, or permit
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling, or finding, would materially and adversely affect the conduct of the
business, operations, financial condition, or income of Countrywide.


          
(f)  No Litigation or Adverse Conditions. No litigation is
pending or, to the best of Countrywide ‘s knowledge, threatened against it,
which, if determined adversely to Countrywide would prohibit Countrywide from
entering into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement.


          
(g)  Fidelity Bond; Errors and Omission Insurance. Each
officer, director, employee, consultant and advisor of Countrywide with
responsibilities concerning the servicing and administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage required under the Pooling and Servicing
Agreement for it to maintain. Neither Countrywide nor any of its officers,
directors, employees, consultants, or advisors involved in the servicing or
administration of the Mortgage Loans has been refused such coverage or
insurance.


          
(h)  FannieMae-Approved. Countrywide is a FannieMae approved
seller/servicer of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and Wells Fargo: 


          
(a)  No Violation. Neither the execution and delivery by Delta
of this Agreement, nor the consummation by it of the transactions contemplated
hereby, nor the performance of and compliance by Delta with the provisions
hereof, will conflict with or result in a breach or violation of, or constitute
a default (or an event which, with notice or the lapse of time, or both, would
constitute a default) under, the organizational documents (its articles of
incorporation or charter or by-laws) of Delta, or any of the provisions of any
law, rule, regulation, judgment, decree, demand, or order (of any federal,
state, or local governmental or regulatory authority or court) binding on Delta,
or any of its properties, or any of the provisions of any indenture, mortgage,
contract, instrument, or other document to which Delta is a party or by which it
is bound, or result in the creation or imposition of any lien, charge, or
encumbrance upon any of their respective properties pursuant to the terms of any
indenture, mortgage, contract, instrument, or other document. Delta is not
otherwise in violation of any law, rule, regulation, judgment, decree, demand,
or order (of any federal, state or local governmental or regulatory authority or
court), which violation, in Delta’s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder, or the financial condition of Delta.


          (b)  
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors’
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide with respect to each Mortgage Loan and REO Property,
as applicable: 


          
(a)  The servicing and collection practices with respect to each
Mortgage Loan and the promissory note related to each Mortgage (the "Mortgage
Note) have been conducted in all respects in accordance with the terms of
Mortgage Note and in compliance with all applicable laws and regulations
(including, without limitation laws related to usury, truth in lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws) and in accordance with the proper, prudent and
customary practices in the mortgage origination and servicing business;


          
(b)  At all times since the execution of the Pooling and Servicing
Agreement, the Mortgage Loans and REO Properties have been serviced in
accordance with the provisions of the Pooling and Servicing
Agreement;


          
(c)  All servicing records relating to each Mortgage Loan and REO
Property which Countrywide has received from Delta are true and correct in all
material respects, the unpaid principal balance of each Mortgage Loan is as
stated on the prior servicer’s ledger, computer printouts, and records
pertaining to each Mortgage Loan and REO Property received by Countrywide and
any amounts held in trust for the Mortgagor(s) are the true and correct balances
of the accounts related thereto;


          
(d)  Other than foreclosure or an eviction proceeding and except as
disclosed to Countrywide in writing, there is no action, suit, proceeding,
investigation or litigation pending or, to Delta’s knowledge, threatened,
with respect to the Mortgage Loan or the Mortgaged Property or the REO Property;


          
(e)  Except as disclosed to Countrywide in writing, there are no
delinquent taxes, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments, or
other outstanding charges affecting the related Mortgaged Property or REO
Property. All homeowner association, condominium, PUD or similar assessments
have been timely paid to the appropriate party and properly accounted for;


          
(f)  The Mortgage Loan or REO Property is covered by a valid and
transferable tax service contract with Transamerica, or such other vendor as may
be reasonably acceptable to Countrywide;


          
(g)  If the REO Property was acquired pursuant to a foreclosure sale,
such sale was conducted in accordance with applicable federal, state and local
law, and the Mortgagor with respect to the mortgage that was foreclosed upon has
no claims against the REO Property or the manner in which the foreclosure sale
was conducted;


          
(h)  Trustee has good and marketable fee simple title to, and is the
sole owner and holder of, the REO Property free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security;


          
(i)  There is no proceeding pending for the total or partial
condemnation of the REO Property. The REO Property is free of contamination from
Hazardous Substances, and no amount of any Hazardous Substance has been disposed
of or identified on, under or at the REO Property in violation of any federal,
state or municipal law, regulation or standard; and


          
(j)  There are no broker commitments, listing agreements or sales
contracts in force with respect to the REO Property; and there are no other
management, service, supply, security, maintenance or other similar contracts or
agreements with respect to the REO Property which may affect the REO Property.


ARTICLE V



DEFAULT

          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of its discovery
or its receipt of notice of breach, the breaching party shall cure such breach
in all material respects and, upon the breaching party’s continued failure
to cure such breach, the non-breaching party shall be entitled to its remedies
set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)  
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo or
Countrywide, respectively, resulting from (i) any act or omission on the part of
Delta, any prior servicer or any other third party which occurred in connection
with the origination, receiving, processing, funding or servicing of a Mortgage
Loan at any time prior to the Servicing Transfer Date; (ii) a breach of any of
Delta’s representations, warranties or covenants, or other obligations,
contained herein; (iii) any failure by Delta to resolve or fund any discrepancy
or shortfall in the Collection Account as required under Section 3.01(b) above;
(iv) any failure of Delta to any claim by any party, that arises out of, or
relates to, the execution by Countrywide of this Agreement or Countrywide’s
agreement to undertake the backup servicing of a Mortgage Loan hereunder; or (v)
any claim that Delta failed or Delta’s failure to obtain any required
consent, approval, or authorization the transfer of the servicing of the
Mortgage Loans to Countrywide as provided herein or the fulfillment by Delta of
its obligations hereunder with respect to any Mortgage Loan. Delta shall
reimburse Wells Fargo or Countrywide, as the case may be for amounts pursuant to
which Countrywide is entitled to indemnification hereunder as such Damages are
incurred. 


          (b)  
Countrywide agrees to indemnify, defend, and hold Wells Fargo and Delta harmless
from and against any and all Damages incurred by Wells Fargo and Delta in
connection with third-party claims resulting from (i) any act or omission on the
part of Countrywide which occurred in connection with the servicing of a
Mortgage Loan at any time after the Servicing Transfer Date; or (ii) a breach of
any of Countrywide’s representations, warranties or covenants, or
obligations, contained herein; provided, however, that Countrywide’s
indemnity obligation hereunder shall not extend to any Damages recoverable by
Delta and Wells Fargo under the terms of the Pooling and Servicing Agreement or
any Damages to the extent caused by Delta’s willful misconduct or
negligence. Countrywide shall reimburse Delta for amounts pursuant to which
Delta is entitled to indemnification hereunder as such amounts are incurred. 


ARTICLE VI



MISCELLANEOUS PROVISIONS

          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant’s Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant’s Report. 


          
Section 6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto.


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands, notices and
direction hereunder shall be in writing and sent by overnight mail, telecopy or
via e-mail and shall be deemed effective upon receipt to:


		(a)	
In the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com



or such other address as may hereafter be furnished to Countrywide in writing.





		(b)	
In the case of Wells Fargo,



Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360



or such other address that may hereinafter be furnished by Wells Fargo





		(c)	
In the case of Countrywide,



Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com



or such other address as may hereafter be furnished to Delta in writing;





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.









          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 



		
COUNTRYWIDE HOME LOANS, INC.,

as Countrywide



By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             





DELTA FUNDING CORPORATION,

as Delta

By:            
             
             
             
             

Name:        
             
             
             
             

Title:          
             
             
             
             





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:            
             
             
             
             

Name:         
             
             
             
            

Title:           
             
             
             
            







SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)





Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.








Execution Draft


AGREEMENT TO ACT AS BACKUP SERVICER


          This
AGREEMENT TO ACT AS BACKUP SERVICER (this "Agreement") by and
among Delta Funding Corporation ("Delta"), Countrywide Home Loans,
Inc. ("Countrywide"), Wells Fargo Bank Minnesota, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement (as defined below)
("Wells Fargo") and MBIA Insurance Corporation, as the insurer
("Insurer" or "MBIA"), shall be effective as of December 6,
2000. 


PRELIMINARY STATEMENT


          Delta
has acted as "Servicer" under that certain Pooling and Servicing
Agreement dated as of October 31, 1995 by and among Lehman ABS Corporation, as
depositor, Delta, as seller and servicer, Wells Fargo as successor to Bankers
Trust Company of California, N.A., as trustee and MBIA Insurance Corporation, as
certificate insurer ("Insurer" or "MBIA"), as such may have
been amended to date (the "Pooling and Servicing Agreement"); 


          Delta
has resigned as "Servicer" under the Pooling and Servicing Agreement
and has been retained to service the Mortgage Loans pursuant to that certain
servicing agreement by and among Delta, Wells Fargo and MBIA dated November 13,
2000 (the "Servicing Agreement"). 


          
Countrywide has agreed to act as a "backup servicer" (the "Backup Servicer") of
the Mortgage Loans and has further agreed to act as "Servicer" under the Pooling
and Servicing Agreement and provide primary servicing of the Mortgage Loans in
the event that Delta resigns, or Delta's Servicing Term expires without renewal,
or Delta is otherwise removed as the "Servicer" under the Servicing Agreement.



          NOW
THEREFORE, in consideration of the premises and mutual agreements hereinafter
set forth, Delta, Wells Fargo and Countrywide hereby agree as follows: 


ARTICLE I


DEFINITIONS


          
Section 1.01 Definitions Incorporated by Reference.


          
"Delinquency Percentage" means the percentage equivalent of a fraction
the numerator of which is the aggregate principal balance of the Delinquent
Loans as of the last business day of the calendar month prior to the month of
determination and the denominator of which is the aggregate principal balance of
all of the Mortgage Loans in the applicable trust as of such last business day.



          
"Delinquent Loans" means Mortgage Loans which are __________ days
Delinquent. 


          
"Delinquent" means the monthly payment due on a due date is not received
on or prior to the next due date for such Mortgage Loan.


          
"Excess Cashflow Certificates" means a Class BIO Certificate or a Class R
Certificate. 


          
"NIM" means a security the payments on which are derived primarily from
distributions on one or more Excess Cashflow Certificates.


          
"NIM Related Trust" means a trust which issued Excess Cashflow
Certificates that back a NIM. 


          
"Supplemental Fee" means for any Distribution Date, an amount equal to
____________________________. 


          
"Trust Certificates" means the subordinated security which is entitled to
receive payments after the related NIM has been paid in full.


          Any
Capitalized terms used but not otherwise defined in this Agreement shall have
the respective meanings assigned to such terms in the Pooling and Servicing
Agreement or the Servicing Agreement, as the case may be.


ARTICLE II


APPOINTMENT OF COUNTRYWIDE


          
Section 2.01 Appointment of Backup Servicer; Duties of Backup Servicer.


          (a)
Beginning with the execution of this Agreement and until the servicing
responsibilities for the Mortgage Loans have been transferred to Countrywide and
Countrywide becomes the "Servicer" under the Pooling and Servicing
Agreement (the "Backup Servicing Period"), Countrywide shall act as
the Backup Servicer of the Mortgage Loans. During the Backup Servicing Period,
Countrywide shall board loan level information provided by Delta concerning the
Mortgage Loans onto its mortgage loan servicing platform and monitor the ongoing
remittance, collection and other related servicing activities for the Mortgage
Loans. 


          
          During the Backup
Servicing Period, Delta shall provide Countrywide (i) on the fifth Business Day
prior to a monthly Distribution Date, a computer file that contains the
information required under Section 5.03(a) of the Pooling and Servicing
Agreement (to the extent it pertains to the Mortgage Loans), as of the end of
the related preceding Due Period, (ii) at a minimum, quarterly master mortgage
loan servicing file, (iii) electronic copies of all monthly reports prepared and
delivered by Delta to Wells Fargo and (iv) such other information as Countrywide
may reasonably request.


          
          Immediately, upon
its resignation, termination or upon the expiration of the Servicing Term, under
the Servicing Agreement, Delta (or Wells Fargo, as applicable) shall provide
Countrywide with written notice of the same. Delta shall, along with
Countrywide's reasonable assistance, undertake all steps necessary to transfer,
or cause to be transferred, the primary servicing of the Mortgage Loans to
Countrywide by the thirtieth (30th) day following Countrywide's receipt of the
notice specified in the immediately preceding sentence, or such later date as
may be specified by MBIA or Wells Fargo in the notice that the Servicing Term
under the Servicing Agreement has not been renewed. Delta's obligations to
transfer the primary servicing of the Mortgage Loans to Countrywide, shall
include but not be limited to, the delivery of all servicing files, including
without duplication all correspondence between Delta and the Mortgagors. Upon
the transfer of servicing of the Mortgage Loans to Countrywide (the "Servicing
Transfer Date"), Countrywide shall cease to act as the Backup Servicer and shall
assume the responsibilities and duties and be entitled to all the rights and
benefits of the "Servicer" under the Pooling and Servicing Agreement. Without
limiting the generality of the preceding sentence, the parties hereto agree that
Countrywide, upon it appointment as successor servicer under the Pooling and
Servicing Agreement, will immediately assume the obligations of the servicer to
make Monthly Advances and Servicing Advances to the extent required under the
Pooling and Servicing Agreement with full right to reimbursement therefore in
accordance with the terms and conditions of the Pooling and Servicing Agreement.
If Countrywide is ineligible to become the successor servicer under the Pooling
and Servicing Agreement because of the criteria set forth therein (excluding any
additional criteria imposed by the Insurer), and Wells Fargo is required to
assume such duties, either as trustee, securities administrator or successor
servicer, Wells Fargo may at its discretion and with the consent of MBIA, (i)
retain Countrywide to act a subservicer of the Mortgage Loans and Countrywide
shall perform all permitted servicing functions on behalf of Wells Fargo under
the Pooling and Servicing Agreement or (ii) appoint another entity to act as
successor servicer and Countrywide shall reimburse Wells Fargo up to $25,000 in
the aggregate and without duplication with respect to all Pooling and Servicing
Agreements where Countrywide is acting as back-up servicer and Wells Fargo is
Trustee, for costs and expenses reasonably incurred by Wells Fargo in appointing
such successor servicer. If Countrywide is retained as a subservicer of the
Mortgage Loans pursuant to clause (i) in the immediately preceding sentence, (x)
Countrywide and Wells Fargo shall execute a subservicing agreement containing
terms substantially similar to the terms concerning compensation and limitation
of liability that are set forth in this Agreement, (y) Wells Fargo may
reasonably monitor Countrywide to confirm that servicing is being performed as
required by the Pooling and Servicing Agreement and (z) Countrywide's duties as
subservicer will cease upon the earlier of its appointment as successor servicer
under the Pooling and Servicing Agreement or the termination of Wells Fargo's
servicing duties.


          (b)
Notwithstanding anything to the contrary in subsection (a) above, neither
Countrywide nor Wells Fargo assumes and neither Countrywide nor Wells Fargo
shall have any liability for any costs, losses, claims, liabilities, fines,
penalties or expenses (including interest which may be imposed in connection
therewith and court costs and fees and disbursements of counsel) arising under
the Pooling and Servicing Agreement or otherwise, which may be incurred as a
result of any act or omission on the part of any party (including without
limitation, Delta or any of its sub-servicers) in connection with the
origination, receiving, processing, funding or servicing of any Mortgage Loan at
any time prior to the Servicing Transfer Date, except in all cases, as set forth
in the Pooling and Servicing Agreement. 


          
Section 2.02 Compensation. In consideration of Countrywide's agreement to
perform hereunder, Countrywide shall be entitled to the following compensation:


          (a)
During the Backup Servicing Period, Delta out of its compensation as Servicer
under the Pooling and Servicing Agreement, shall pay to Countrywide on the
second Business Day preceding the related Distribution Date, a monthly fee equal
to ________________________ (the "Backup Servicing Fee"). 


          (b)
Beginning on the Servicing Transfer Date, Countrywide shall be entitled to
receive the Servicing Compensation.


          (c)
If on the Servicing Transfer Date the unpaid principal balance of the Delinquent
Loans exceeds ____________________ of the unpaid principal balance of the
Mortgage Loans on the Servicing Transfer Date, Countrywide shall receive the
Supplemental Fee. The Supplemental Fee shall be payable on each Distribution
Date thereafter, regardless of the Delinquency Percentage. For any NIM Related
Trust, the Supplemental Fee shall be payable after the NIM but before the Trust
Certificates. For any other trust, the Supplemental Fee shall be payable after
any carryover amounts due to the related certificateholders, including any
certificate holders of any insured certificate, but before any distributions to
the related Excess Cashflow Certificates. 


          Section
2.03 Costs of Transferring Servicing. Delta, shall be liable for all
costs incurred in connection with the transfer of the servicing of the Mortgage
Loans to Countrywide, including but not limited to the preparation and recording
of all intervening assignments of mortgage and all assignments of mortgage to
Countrywide, if necessary, and any associated expenses of Wells Fargo. All costs
incurred by Countrywide to transfer the servicing, to the extent not covered by
the Trust or by Delta, as servicer, and except as expressly limited by Section
2.04 below, shall be expenses of Countrywide and will not be reimbursed by Wells
Fargo. Countrywide as successor servicer agrees to pay the custodian or any
successor custodian under the custodial agreement among Wells Fargo, as trustee,
Delta and Bankers Trust Company of California, N.A., as custodian, as the same
may be amended, modified or supplemented from time to time, relating to the
Pooling and Servicing a fee of two dollars ($2) per file released. 


          Section
2.04 Transfer the Servicing of the Mortgage Loans. Countrywide's
obligation to become the "Servicer" under the Pooling and Servicing
Agreement shall be conditioned upon the satisfaction of all conditions by the
appropriate parties, necessary for the transfer of the servicing of the Mortgage
Loans to Countrywide under the Pooling and Servicing Agreement, including, but
not limited to obtaining the prior written approval of Wells Fargo, the Insurer
and, the Rating Agencies. The parties hereto acknowledge and agree that
MBIA's consent, if given, to Countrywide's succession as
"Servicer" under the Pooling and Servicing Agreement will be subject
to the Servicing Term described in Section 3.04 of this Agreement and may be
conditioned upon such requirements as the Insurer and Countrywide may agree to
at the time it gives such consent. Delta hereby agrees to pay all of the costs
and expenses of the transfer of servicing to the Backup Servicer hereunder and
Delta hereby agrees to pay the costs and expenses for all of the parties hereto
for the enforcement of such parties' rights hereunder. Notwithstanding
anything to the contrary contained herein, it is acknowledged, understood and
agreed that Countrywide shall have no obligation to incur any out of pocket cost
or expenses (including without limitation, legal fees) in order to compel the
performance of any obligations by any other party to this Agreement. 


          
Section 2.05 Reimbursement of Advances.


          (a)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Wells Fargo has any unreimbursed Monthly Advances or
Servicing Advances outstanding, Countrywide agrees to pay to Wells Fargo within
thirty (30) days of the date on which Countrywide is appointed as successor
servicer, an amount equal to the unreimbursed Monthly Advances or Servicing
Advances that have been made by Wells Fargo to the Trust. Wells Fargo shall
provide Countrywide with a certificate of an officer of Wells Fargo that
certifies and sets forth the amount of the Monthly Advances and Servicing
Advances made by Wells Fargo to the Trust. Notwithstanding anything to the
contrary herein, Countrywide shall not reimburse Wells Fargo in the manner
contemplated in the Section 2.05(a), for any Monthly Advances or Servicing
Advances owed to Wells Fargo as the result of Wells Fargo's reimbursement
of Delta for any Monthly Advances or Servicing Advances made by Delta. Such
advances will be reimbursed to Wells Fargo in pursuant to Section 2.05(b) below. 


          (b)
If at the time Countrywide becomes successor servicer under the Pooling and
Servicing Agreement, Delta has any unreimbursed Monthly Advances or Servicing
Advances outstanding, Countrywide agrees to remit all such unreimbursed Monthly
Advances or Servicing Advances to Delta out of collections on the related
Mortgage Loan, including monthly collections, Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and such other amounts that the
"Servicer" is permitted to collect from the related Mortgagor or
otherwise relating to the Mortgage Loan in respect of which such reimbursed
amounts are owed prior to reimbursing itself for any Monthly Advance or
Servicing Advance Countrywide makes with respect to the Mortgage Loan. Any funds
due to Delta shall be remitted to it on the day on which the
"Servicer" is required to remit funds to the Trustee pursuant to the
Pooling and Servicing Agreement. 


ARTICLE III


SERVICING PROCEDURES


          
Section 3.01 Transfer of Servicing.


          (a)
Delta shall transfer the servicing of the Mortgage Loans to Countrywide in
accordance with the provisions set forth on Schedule 3.01(a) hereto. 


          (b)
Delta and Countrywide shall perform a reconciliation, on a loan level basis, of
the Collection Account and any escrow account balances transferred to it by
Delta and any accompanying reports generated by Delta, or any Delta subservicer,
if applicable. Delta shall fully cooperate with Countrywide in resolving any
discrepancy in the Collection Account or escrow account balances transferred to
Countrywide. Delta shall be responsible for any payments necessary to bring the
Collection Account or escrow account to full reconciliation. Neither Wells Fargo
nor Countrywide shall have any responsibility for funding any resulting
discrepancy or shortfall in the Collection Accounts or escrow accounts. 


          (c)
Wells Fargo shall provide Countrywide and MBIA with a certificate of an officer
of Wells Fargo that, to the best of such officer's knowledge: (i) contains
a complete description all material breaches by Delta of the Pooling and
Servicing Agreement which have not been fully cured (other than those related
solely to the filing of the petition for reorganization), including without
limitation, all disputes between Delta and Wells Fargo concerning deposits into
or withdrawals from the related Collection Account and all disputes relating to
Delta's servicing activities or practices; and (ii) confirmation that all
reports required to be filed with Wells Fargo by Delta have been timely filed. 


          Section
3.02 Servicing of Mortgage Loans. Except as otherwise expressly provided
herein, Countrywide shall service each Mortgage Loan in compliance with the
terms and conditions of the Pooling and Servicing Agreement, and except as
otherwise provided herein, Countrywide shall succeed to and undertake the
rights, duties, and obligations of Delta to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement. 


          Section
3.03 Termination of Countrywide as Backup Servicer. This Agreement shall
commence on the date hereof and remain in effect unless sooner terminated by
Wells Fargo, MBIA or Delta as permitted herein. 


          (a)
Neither Delta, Wells Fargo or MBIA may terminate this Agreement before the one
(1) year anniversary of this Agreement. Thereafter, but prior to Countrywide
being appointed as a successor servicer under the Pooling and Servicing
Agreement, Wells Fargo, and not Delta, with the consent of MBIA may terminate
this Agreement, without payment of a termination fee, upon providing not less
that forty-five (45) days written notice to Countrywide. 


          
          Notwithstanding
anything to the contrary in the foregoing, if (i) Delta sells its rights to
service the Mortgage Loans under the Servicing Agreement, (ii) Delta's Servicing
Term under the Servicing Agreement expires without renewal or (iii) Delta is
otherwise removed as Servicer under the Servicing Agreement prior to the one (1)
year anniversary of this Agreement, Delta shall pay Countrywide an amount equal
to the difference of (x) the Backup Servicing Fee that would have been earned by
Countrywide during the twelve one month periods as Backup Servicer following the
execution of this Agreement and (y) the amount of Backup Servicing Fees actually
paid to Countrywide and to the extent that Countrywide has not succeeded as the
servicer of the Mortgage Loans pursuant to Section 2.01(a) above, Countrywide's
right and obligation to service as the Backup Servicer or succeed Delta as the
servicer of the Mortgage Loans under this Agreement shall terminate.


          (b)
Countrywide may not resign from its obligations and duties herein imposed on at
any time except (a) with the prior written consent of Wells Fargo and MBIA in
their sole discretion and provided further that a successor servicer (which must
be reasonably acceptable to Wells Fargo and MBIA and may be Wells Fargo) has
fully assumed in writing all of Countrywide's obligations and duties
hereunder, or (b) upon the determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by
Countrywide. In the event that Countrywide resigns under this Agreement,
Countrywide will be entitled only to compensation accrued but unpaid, together
with any unreimbursed advances together with any interest thereon, at the time
such resignation becomes effective. All such amounts shall be paid to
Countrywide by Wells Fargo within thirty (30) days following the receipt by
Wells Fargo of funds permitted to be applied to such amounts in accordance with
the Pooling and Servicing Agreement and this Agreement. In the event Countrywide
resigns from its obligations and duties hereunder, it shall not be entitled to
any termination compensation. 


          
Section 3.04 Countrywide as Successor Servicer under the Pooling and Servicing
Agreement.


          (a)
In the event that Countrywide is appointed as a successor servicer under the
Pooling and Servicing Agreement, Countrywide shall service the Mortgage Loans
for a ninety (90) day term (the "Servicing Term"), which Servicing
Term may be renewed by MBIA or the Trustee as set forth below. MBIA may, in its
sole discretion, send or direct the Trustee, in writing, to send a written
notice (a "Servicer Extension Notice"), in the form of Exhibit A
hereto, to Countrywide and Wells Fargo (or MBIA as the case may be), extending
the Servicing Term for one or more 90-day terms or terms of any other duration
(not less than 90 days) specified by the Insurer or the Trustee (at the
direction of MBIA) in the related Servicer Extension Notice (each, a
"Servicing Period"). Any Servicer Extension Notice shall be delivered
to such parties no later than ten (10) Business Days prior to the expiration of
the existing Servicing Period; provided, however, that any such Servicer
Extension Notice that extends the Servicing Term beyond the existing Servicing
Term is revocable by MBIA, in it sole discretion, at any time before the
expiration of such ten (10) Business Day period. Countrywide shall be bound upon
its receipt of any such Servicer Extension Notice, for the duration of the
Servicing Period and each successive term covered by such Servicer Extension
Notice to act as the "Servicer" of the Mortgage Loans under the
Pooling and Servicing Agreement, unless sooner terminated in accordance with
Article VIII of the Pooling and Servicing Agreement. If a Servicer Extension
Notice is delivered after the expiration of the existing Servicing Term, MBIA
and Countrywide may agree that Countrywide shall be bound for the Servicing Term
covered by such Servicer Extension Notice to act as the Servicer of the Mortgage
Loans hereunder, unless Countrywide is otherwise terminated under this
Agreement. Unless a Servicer Extension Notice is sent, this Servicing Agreement
and all of the Servicer's rights and obligations shall expire at the end of
the applicable Servicing Period. 


          (b)
In the event that Wells Fargo has not received written direction to extend the
Servicing Term from MBIA on or before the tenth (10th) Business Day
prior to the expiration of the existing Servicing Period, then Wells Fargo may
notify MBIA to that effect and inquire as to whether MBIA will direct Wells
Fargo to send Countrywide a Servicer Extension Notice. 


          Section
3.05 Nonsolicitation. Neither Countrywide nor any of its affiliates shall
specifically target and solicit, by means of direct mail or telephonic or
personal solicitation or by any other means, the Mortgagors to prepay such
Mortgage Loans. Notwithstanding the foregoing, solicitations that are directed
to the general public at large, including, without limitation, mass mailings
based on commercially acquired mailing lists and newspaper, radio, television
and other mass media advertisements, if undertaken by Countrywide or any
affiliate of Countrywide, shall not be prohibited. From and after the date of
this Agreement, Countrywide agrees that it shall not (i) use the list of
Mortgagors and their addresses to make direct mailings or solicitations to such
Mortgagors for the purpose of advertising and promoting any financial and/or
insurance service or product offered by Countrywide or any of its affiliates or
subsidiaries and/or soliciting applications for any credit, deposit, investment
advice or other financial and/or insurance products or services offered by
Countrywide and/or its affiliates and subsidiaries; (ii) make the list of the
names and addresses of the Mortgagors available to any third party for any
solicitation purpose; or (iii) utilize any other information regarding any
customer of Delta's for any targeted marketing or solicitation. Provided
however, Countrywide may respond to an inquiry from a Mortgagor relating to a
payoff or a request for information pertaining to a mortgage loan product; and
may make solicitations to Mortgagors which are a part of a campaign directed to
all mortgagors with mortgage loans meeting certain defined parameters (other
than parameters derived from data provided by Owner or relating to the
Mortgagors or Mortgage Loans specifically). 


          Section
3.06 Clean-up Call. In the event that Countrywide is appointed as a
successor servicer under the Pooling and Servicing Agreement with respect to a
NIM Related Trust, Countrywide agrees to waive any right to purchase related
mortgage loans whenever the outstanding principal balances of such mortgage
loans is less than 10% of the aggregate principal balances of all mortgage loans
as of the related cut-off date for so long as any securities issued by the NIM
Related Trust are outstanding. 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


          Section
4.01 Organizational and Other Related Warranties of Countrywide.
Countrywide hereby makes the following representations and warranties to Delta,
Wells Fargo and MBIA: 


          (a)
Organization and Good Standing. Countrywide is an entity duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is in compliance with the laws of each state in which any property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and to perform its obligations hereunder and the Pooling and Servicing
Agreement. 


          (b)
Eligibility to Act as a Servicer. Countrywide hereby represents and
warrants that it meets the eligibility requirements to be a successor servicer
under the Pooling and Servicing Agreement as of the date of this Agreement. If
Countrywide ceases to meet the eligibility requirements under a Pooling and
Servicing Agreement, Countrywide shall immediately notify Wells Fargo, MBIA and
Delta in writing. Prior to the Servicing Transfer Date, upon any event described
in the immediately preceding sentence, this Agreement may be immediately
terminated by Wells Fargo with the consent of MBIA. Following the Servicing
Transfer Date, upon any event described in second sentence of this Section
4.01(b), Wells Fargo may terminate, with the consent of MBIA, Countrywide only
as permitted under the Pooling and Servicing Agreement. 


          (c)
No Violation. Neither the execution and delivery by Countrywide of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Countrywide with the provisions hereof
or of the Pooling and Servicing Agreement, will conflict with or result in a
breach or violation of, or constitute a default (or an event which, with notice
or the lapse of time, or both, would constitute a default) under, the
organizational documents (its articles of incorporation, charter or by-laws) of
Countrywide, or any of the provisions of any law, rule, regulation, judgment,
decree, demand, or order (of any federal, state, or local governmental or
regulatory authority or court) binding on Countrywide, or any of its properties,
or any of the provisions of any indenture, mortgage, contract, instrument, or
other document (including, without limitation, the Pooling and Servicing
Agreement) to which Countrywide is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance upon any of their
respective properties pursuant to the terms of any indenture, mortgage,
contract, instrument, or other document. Countrywide is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Countrywide ‘s good faith and reasonable judgment, is
likely to affect materially and adversely either its ability to perform its
obligations hereunder or under the Pooling and Servicing Agreement, or the
financial condition of Countrywide. 


          (d)
Authorization and Enforceability. The execution and delivery by
Countrywide of this Agreement, the consummation of the transactions contemplated
hereby, and the performance and compliance by Countrywide with the terms hereof
and of the Pooling and Servicing Agreement are within the powers of Countrywide,
and have been duly authorized by all necessary action on the part of
Countrywide. This Agreement has been duly executed and delivered by Countrywide
and constitutes the legal, valid and binding obligation of Countrywide,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law. Countrywide has not failed to obtain any consent, approval,
authorization, or order of, or failed to cause any registration or qualification
with, any court or regulatory authority or other governmental body having
jurisdiction over Countrywide, which consent, approval, authorization, order,
registration, or qualification is required for, and the absence of which would
materially adversely affect, the legal and valid execution, delivery, and
performance of this Agreement by Countrywide. 


          (e)
Approvals and Permits. Countrywide possesses such certificates,
authorizations, licenses, and permits issued by the appropriate state, federal,
and foreign regulatory agencies or bodies necessary to conduct the business now
operated by it and contemplated by the terms of this Agreement, and Countrywide
has not received any notice of proceedings relating to the revocation or
modification of any such certificate, authorization, or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling, or finding,
would materially and adversely affect the conduct of the business, operations,
financial condition, or income of Countrywide. 


          (f)
No Litigation or Adverse Conditions. No litigation is pending or, to the
best of Countrywide ‘s knowledge, threatened against it, which, if
determined adversely to Countrywide would prohibit Countrywide from entering
into this Agreement or, in the good faith and reasonable judgment of
Countrywide, is likely to materially and adversely affect either its ability to
perform its obligations hereunder or under the Pooling and Servicing Agreement
or the financial condition of Countrywide. Countrywide has no knowledge of any
recent adverse financial condition or event with respect to itself that, in its
good faith and reasonable judgment, is likely to materially and adversely affect
its ability to perform its obligations hereunder or under the Pooling and
Servicing Agreement. 


          (g)
Fidelity Bond; Errors and Omission Insurance. Each officer, director,
employee, consultant and advisor of Countrywide with responsibilities concerning
the servicing and administration of the Mortgage Loans is covered by errors and
omissions insurance and fidelity bond insurance in the amounts and with the
coverage required under the Pooling and Servicing Agreement for it to maintain.
Neither Countrywide nor any of its officers, directors, employees, consultants,
or advisors involved in the servicing or administration of the Mortgage Loans
has been refused such coverage or insurance. 


          (h)
FannieMae-Approved. Countrywide is a FannieMae approved seller/servicer
of single-family first and second lien mortgage loans in good
standing.


          Section
4.02 Organizational Representations and Warranties and Other Related
Warranties of Delta. Delta hereby makes the following representations and
warranties to Countrywide and MBIA: 


          (a)
No Violation. Neither the execution and delivery by Delta of this
Agreement, nor the consummation by it of the transactions contemplated hereby,
nor the performance of and compliance by Delta with the provisions hereof, will
conflict with or result in a breach or violation of, or constitute a default (or
an event which, with notice or the lapse of time, or both, would constitute a
default) under, the organizational documents (its articles of incorporation or
charter or by-laws) of Delta, or any of the provisions of any law, rule,
regulation, judgment, decree, demand, or order (of any federal, state, or local
governmental or regulatory authority or court) binding on Delta, or any of its
properties, or any of the provisions of any indenture, mortgage, contract,
instrument, or other document to which Delta is a party or by which it is bound,
or result in the creation or imposition of any lien, charge, or encumbrance upon
any of their respective properties pursuant to the terms of any indenture,
mortgage, contract, instrument, or other document. Delta is not otherwise in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal, state or local governmental or regulatory authority or court),
which violation, in Delta's good faith and reasonable judgment, is likely to
affect materially and adversely either its ability to perform its obligations
hereunder, or the financial condition of Delta. 


          (b)
Authorization and Enforceability. The execution and delivery by Delta of
this Agreement, the consummation of the transactions contemplated hereby, and
the performance and compliance by Delta with the terms hereof are within the
powers of Delta, and have been duly authorized by all necessary action on the
part of Delta. All organizational resolutions and consents necessary for Delta
to enter into and consummate all transactions contemplated hereby have been
obtained. This Agreement has been duly executed and delivered by Delta and will
constitute the legal, valid and binding obligation of Delta, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally, and to general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law. Delta need
not obtain any other consents, approvals, authorizations, or orders of, any
court, regulatory authority or other governmental body having jurisdiction over
Delta, which consent, approval, authorization, order, registration, or
qualification is required for, and the absence of which would materially
adversely affect, the legal and valid execution, delivery, and performance of
this Agreement by Delta. 


          Section
4.03 Representations and Warranties of Delta with respect to the Mortgage
Loans and REO Properties. As of the date of this Agreement and again on the
Servicing Transfer Date, Delta hereby makes the following representations and
warranties to Countrywide and MBIA with respect to each Mortgage Loan and REO
Property, as applicable: 


          (a)
The servicing and collection practices with respect to each Mortgage Loan and
the promissory note related to each Mortgage (the "Mortgage Note) have been
conducted in all respects in accordance with the terms of Mortgage Note and in
compliance with all applicable laws and regulations (including, without
limitation laws related to usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws) and in accordance with the proper, prudent and customary practices in the
mortgage origination and servicing business; 


          (b)
At all times since the execution of the Pooling and Servicing Agreement, the
Mortgage Loans and REO Properties have been serviced in accordance with the
provisions of the Pooling and Servicing Agreement; 


          (c)
All servicing records relating to each Mortgage Loan and REO Property which
Countrywide has received from Delta are true and correct in all material
respects, the unpaid principal balance of each Mortgage Loan is as stated on the
prior servicer's ledger, computer printouts, and records pertaining to each
Mortgage Loan and REO Property received by Countrywide and any amounts held in
trust for the Mortgagor(s) are the true and correct balances of the accounts
related thereto; 


          (d)
Other than foreclosure or an eviction proceeding and except as disclosed to
Countrywide in writing, there is no action, suit, proceeding, investigation or
litigation pending or, to Delta's knowledge, threatened, with respect to the
Mortgage Loan or the Mortgaged Property or the REO Property; 


          (e)
Except as disclosed to Countrywide in writing, there are no delinquent taxes,
water charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property or REO Property. All homeowner
association, condominium, PUD or similar assessments have been timely paid to
the appropriate party and properly accounted for; 


          (f)
The Mortgage Loan or REO Property is covered by a valid and transferable tax
service contract with Transamerica, or such other vendor as may be reasonably
acceptable to Countrywide; 


          (g)
If the REO Property was acquired pursuant to a foreclosure sale, such sale was
conducted in accordance with applicable federal, state and local law, and the
Mortgagor with respect to the mortgage that was foreclosed upon has no claims
against the REO Property or the manner in which the foreclosure sale was
conducted; 


          (h)
Trustee has good and marketable fee simple title to, and is the sole owner and
holder of, the REO Property free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security; 


          (i)
There is no proceeding pending for the total or partial condemnation of the REO
Property. The REO Property is free of contamination from Hazardous Substances,
and no amount of any Hazardous Substance has been disposed of or identified on,
under or at the REO Property in violation of any federal, state or municipal
law, regulation or standard; and 


          (j)
There are no broker commitments, listing agreements or sales contracts in force
with respect to the REO Property; and there are no other management, service,
supply, security, maintenance or other similar contracts or agreements with
respect to the REO Property which may affect the REO Property. 


ARTICLE V


DEFAULT


          Section
5.01 Discovery of Default. Upon discovery by Delta or Countrywide of a
breach of its obligations hereunder or a breach of any of the representations or
warranties set forth in Article 4 which materially and adversely affects the
interests of the non-breaching party or MBIA, the party discovering such breach
shall give prompt written notice to the other party and MBIA. Within 60 days of
its discovery or its receipt of notice of breach, the breaching party shall cure
such breach in all material respects and, upon the breaching party's
continued failure to cure such breach, the non-breaching party and MBIA shall be
entitled to its remedies set forth in Section 5.02 hereof. 


          
Section 5.02 Remedies for Breach;Indemnification.


          (a)
Delta agrees to indemnify and hold each of Wells Fargo, in its corporate
capacity and as Trustee under the Pooling and Servicing Agreement, MBIA and
Countrywide harmless from and against any and all costs, demands, losses,
claims, liabilities, fines, penalties and expenses (including interest which may
be imposed in connection therewith and court costs and fees and disbursements of
counsel) (collectively, the "Damages") incurred by Wells Fargo, MBIA
or Countrywide, respectively, resulting from (i) any act or omission on the part
of Delta, any prior servicer or any other third party which occurred in
connection with the origination, receiving, processing, funding or servicing of
a Mortgage Loan at any time prior to the Servicing Transfer Date; (ii) a breach
of any of Delta's representations, warranties or covenants, or other
obligations, contained herein; (iii) any failure by Delta to resolve or fund any
discrepancy or shortfall in the Collection Account as required under Section
3.01(b) above; (iv) any failure of Delta to any claim by any party, that arises
out of, or relates to, the execution by Countrywide of this Agreement or
Countrywide's agreement to undertake the backup servicing of a Mortgage
Loan hereunder; or (v) any claim that Delta failed or Delta's failure to
obtain any required consent, approval, or authorization the transfer of the
servicing of the Mortgage Loans to Countrywide as provided herein or the
fulfillment by Delta of its obligations hereunder with respect to any Mortgage
Loan. Delta shall reimburse Wells Fargo, MBIA or Countrywide, as the case may be
for amounts pursuant to which Countrywide is entitled to indemnification
hereunder as such Damages are incurred. 


          (b)
Countrywide agrees to indemnify, defend, and hold Wells Fargo, MBIA and Delta
harmless from and against any and all Damages incurred by Wells Fargo, MBIA and
Delta in connection with third-party claims resulting from (i) any act or
omission on the part of Countrywide which occurred in connection with the
servicing of a Mortgage Loan at any time after the Servicing Transfer Date; or
(ii) a breach of any of Countrywide's representations, warranties or
covenants, or obligations, contained herein; provided, however, that
Countrywide's indemnity obligation hereunder shall not extend to any
Damages recoverable by Delta and Wells Fargo under the terms of the Pooling and
Servicing Agreement or any Damages to the extent caused by Delta's willful
misconduct or negligence. Countrywide shall reimburse Delta for amounts pursuant
to which Delta is entitled to indemnification hereunder as such amounts are
incurred. 


ARTICLE VI


MISCELLANEOUS PROVISIONS


          Section
6.01 Annual Statement as to Compliance. In the event Countrywide succeeds
Delta as the "Servicer" under the Pooling and Servicing Agreement,
Countrywide shall use February 28(29) as the end of its fiscal year for purposes
of preparing and delivering its Annual Statement of Compliance. 


          Section
6.02 Annual Independent Certified Public Accountant's Reports. In
the event Countrywide succeeds Delta as the "Servicer" under the
Pooling and Servicing Agreement, Countrywide shall use February 28(29) as the
end of its fiscal year for purposes of preparing and delivering its Annual
Independent Certified Public Accountant's Report. 


          Section
6.03 Amendment. This Agreement may be amended from time to time by
written agreement signed by each of the parties hereto and the written consent
of MBIA. 


          Section
6.04 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original and such counterparts shall constitute but one and the same instrument. 


          Section
6.05 Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. 


          
Section 6.06 Notices. Unless otherwise provided herein, all demands,
notices and direction hereunder shall be in writing and sent by overnight mail,
telecopy or via e-mail and shall be deemed effective upon receipt to:


	  	(a)	In the case of Delta,

Delta Funding Corporation

1000 Woodbury Road

Suite 200

Woodbury, New York 11797

Attention: Richard Blass

Telephone: 516-812-8227

Facsimile: 516-364-9450

E-mail: rblass@deltafunding.com





	  	  	or such other address as may hereafter be furnished
to Countrywide in writing.





	  	(b)	In the case of Wells Fargo,





	  	  	Wells Fargo Bank Minnesota, N.A.

11000 Broken Lane Parkway

Columbia, Maryland 21044

Attention: Corporate Trust Department

Telephone: (410) 884-2000

Facsimile: (410) 884-2360





	  	  	or such other address that may hereinafter be
furnished by Wells Fargo





	  	(c)	In the case of Countrywide,





	  	  	Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, CA 93065

Attention: Thomas P. Lin, First Vice President

Telephone: (805) 520-5465

Facsimile: (805) 578-5177

E-mail: Thomas_Lin@countrywide.com





	  	  	or such other address as may hereafter be furnished
to Delta in writing;





	  	(d)	In the case of MBIA,





	  	  	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504

Attention: IPM-Structured Finance Division-

    Mortgage Banking Group, Cathleen Murray

Telephone: (914) 765-3739

Facsimile: (914) 765-3810

E-mail: Cathleen.Murray@MBIA.com





          Section
6.07 Survival of Representations and Warranties; Severability of
Provisions. Each of the representations and warranties made herein shall
survive the execution, delivery, performance and termination of this Agreement.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement.
If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity. 


          Section
6.08 Successors and Assigns. Countrywide may not assign or transfer its
rights or obligations under this Agreement without prior written consent of the
parties hereto and Wells Fargo and the Insurer; provided, however, this shall
not prevent Countrywide in its sole judgment from delegating specific servicing
obligations hereunder to, including without limitation, computer bureaus, real
estate tax service companies, real estate brokers or agents, attorneys,
trustees, and any other person determined by Countrywide as long as Countrywide
remains responsible for any action taken or not taken by such companies, agents
or representatives throughout the term of this Agreement. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto. 


          Section
6.09 Article and Section Headings. The article and section headings
herein are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 


          
Section 6.10 No Partnership. Nothing herein shall be deemed or construed
to create a partnership or joint venture between the parties hereto and the
services of Countrywide shall be rendered as an independent
contractor.




          IN
WITNESS WHEREOF, each of the parties hereto have caused its name to be signed
hereto by its respective officer thereunto duly authorized, as of
_______________, 2000. 


	  	COUNTRYWIDE HOME LOANS, INC.,

as Countrywide





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





DELTA FUNDING CORPORATION,

as Delta

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          





WELLS FARGO BANK MINNESOTA, N.A.

as Wells Fargo

By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          



Agreed and acknowledged by MBIA Insurance Corporation,

as Insurer under the Pooling and Servicing Agreement







MBIA Insurance Corporation

as Insurer





By:           
          
          
          
          

Name:           
          
          
          
          

Title:           
          
          
          
          




SCHEDULE 3.01(A)

TO THE AGREEMENT TO ACT AS BACKUP SERVICER

(ATTACHED)



EXHIBIT A

TO AGREEMENT TO ACT AS BACKUP SERVICER


SERVICER EXTENSION NOTICE


Countrywide Home Loans, Inc.

400 Countrywide Way, MSN SV-A

Simi Valley, California 93065

Attention:  Thomas Lin, Portfolio Services


Wells Fargo Bank Minnesota, N.A.

11000 Broken Land Parkway

Columbia, Maryland  21044-3562

Attention: Corporate Trust Services Group


MBIA Insurance Corporation

113 King Street

Armonk, NY  10504

Attention:  Insured Portfolio Management--Structured Finance (IPM-SF)


Re:     Delta Funding Home Equity Loan Trust 199_-__


Dear Ladies and Gentlemen:


Reference is hereby made to the Agreement to Act as Backup
Servicer dated November 22, 2000 (the "Agreement") by and between Delta Funding
Corporation, Wells Fargo Bank Minnesota ("Wells Fargo"), N.A., MBIA Insurance
Corporation ("MBIA") and Countrywide Home Loans, Inc. ("Countrywide"). Pursuant
to Section 3.04 of the Agreement, MBIA (or Wells Fargo as the case may be)
hereby notifies Countrywide that its term as Servicer has been extended for a
period, beginning on [  ], [  ] and ending on
[  ], [  ]. 


	  	[        
            
          
          ]



By:           
          
          
          
          

Name:           
          
          
          
          

Title:          
          
          
          
          









Schedule 3.01(a)

Transfer Instructions




        Responsible
 Task   Party          Date to be Completed          Task                                   CHL Contact


   1    Delta          20 days prior to transfer     Complete all items on the due
                                                     diligence checklist prior to
                                                     the due diligence date.

   2    Delta          15 days prior to transfer     Forward to CHL a complete set          DATA PROCESSING
                                                     of tapes for all loans in this
                                                     subservicing portfolio.  The
                                                     reports must include: Trial
                                                     Balance, Master file, Escrow
                                                     file, Payee File, and ACH file.
                                                     Field and code definitions must
                                                     be included.

   3    Delta          15 days prior to transfer     If ARM loans are included in this      SERVICING
                                                     subservicing portfolio, forward to     ACQUISITIONS
                                                     CHL a complete set of ARM reports.
                                                     The reports should include:  ARM
                                                     Master File, ARM history file, ARM
                                                     override files etc. Field and code
                                                     definitions must be included.

   4    Delta          15 days prior to transfer     Forward to CHL a 10% sampling of ARM   SERVICING
                                                     loans. (Copies of ARM Notes and        ACQUISITIONS
                                                     Riders)

   5    Delta          15 days prior to transfer     For any ARM loans, copies of all ARM   SERVICING
                                                     change letters must be sent to CHL.    ACQUISITIONS
                                                     The letters are needed for any
                                                     changes that have occurred from the
                                                     paid to date until the time of
                                                     transfer. In the case of a monthly
                                                     adjustable, an excel spreadsheet
                                                     with all pending changes is required.

   6    Delta          5 days prior to transfer      Forward to CHL a copy of ALL buydown   SERVICING
                                                     agreements, GPM schedules and notes/   ACQUISITIONS
                                                     riders/addenda for balloon loans.

   7    Delta          10 days prior to transfer     Forward to CHL a report of all loans   SERVICING
                                                     with optional insurance and copies     ACQUISITIONS
                                                     of applicable optional insurance
                                                     policies. If this is not applicable,
                                                     please send a letter stating this
                                                     fact.

   8    Delta          10 days prior to transfer     Fwd to CHL a preliminary report of     SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH) or other alternative
                                                     payment methods. The report should
                                                     include all drafting, bank and
                                                     routing information. If this is not
                                                     applicable, please send a letter
                                                     stating this fact.

   9    Delta          15 days prior to transfer     Forward to CHL a sample copy of your   SERVICING
                                                     automatic payment drafts (ACH)         ACQUISITIONS
                                                     authorization.

  10    Delta          15 days prior to transfer     Forward to CHL a copy of the Transfer  SERVICING
                                                     Date Trial Balance                     ACQUISITIONS

  11    Delta          5 days prior to transfer      Forward to CHL a list of excluded      SERVICING
                                                     loans as of the Transfer Date with     ACQUISITIONS
                                                     Principal balance as of the Transfer
                                                     Date

  12    Delta          20 days prior to transfer     Forward to CHL a preliminary Good-bye  SERVICING
                                                     letter to the mortgagors for CHL's     ACQUISITIONS
                                                     review and approval. (Per RESPA
                                                     requirements)

  13    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Acquisition and Agency assignment      ACQUISITIONS
                                                     for CHL'S review and approval.

  14     CHL           18 days prior to transfer     Review Good-bye letter and initial     SERVICING
                                                     indicating approval and return to      ACQUISITIONS
                                                     Owner

  15    Delta          15 days prior to transfer     Notify custodian (If the custodian
                                                     is not FNMA or FHLMC) of impending
                                                     transfer.

  16    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct parcel number for all loans.
                                                     This information should be reflected
                                                     on the reports in Task 2.

  17    Delta          10 days prior to transfer     Update servicing system to show the
                                                     correct Flood determination
                                                     information for all loans. This
                                                     information should include:
                                                     Community & Map Panel #, Certificate
                                                     #, Flood zone.

  18    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Insurance, PMI, Taxing authority or    ACQUISITIONS
                                                     Junior lien holder transfer
                                                     notification letter for CHL's
                                                     review and approval.

  19     CHL           18 days prior to transfer     Review Transfer notification
                                                     letters and initial indicating
                                                     approval and return to Owner

  20    Delta          20 days prior to transfer     Forward to CHL a preliminary           SERVICING
                                                     Flood Determination and/or Tax         ACQUISITIONS
                                                     servicer transfer notification
                                                     letter for CHL's review and
                                                     approval.

  21     CHL           18 days prior to transfer     Review Transfer notification           SERVICING
                                                     letters and initial indicating         ACQUISITIONS
                                                     approval and return to Owner

  22    Delta          Prior to Transfer Date        For any ARM loans, if the index
                                                     value is available prior to the
                                                     Transfer Date, then the loan must
                                                     be adjusted and the borrower
                                                     notified of the change prior to
                                                     the Transfer Date.

  23    Delta          Prior to Transfer Date        Review all non-escrowed loans and
                                                     resolve any with outstanding
                                                     negative or positive balances.

  24    Delta          Prior to Transfer Date        Assure that all tax bills which are
                                                     due within 30 days after the
                                                     transfer date are paid prior to the
                                                     transfer date

  25    Delta          Prior to Transfer Date        Assure that all hazard, earthquake,
                                                     flood insurance bills which are due
                                                     within 30 days after the transfer
                                                     date are paid prior to the transfer
                                                     date

  26    Delta          Prior to Transfer Date        Get investor(s) approval for the
                                                     transfer and notify CHL.

  27    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the  Hazard, Earthquake
                                                     and Flood Ins. Companies.

  28    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Taxing Authorities
                                                     or Tax Servicers

  29    Delta          15 days prior to transfer     Mail all transfer notification
                                                     letters to the Flood Determination
                                                     company.

  30    Delta          No less than 15 days prior    Mailrall mortgagor good-bye letters
                       to transfer

  31     CHL           Prior to Transfer Date        Mail all Hello letters

  32    Delta          Prior to Transfer Date        On GNMA portfolios, provide to CHL a
                                                     listing of tax identification numbers
                                                     on each pool.

  33    Delta          Prior to Transfer Date        On FNMA MBS and GNMA pools forward a
                                                     copy of the form 2005 or 1706 to CHL.

  34    Delta          Prior to Transfer Date        For impounded loans in the state of
                                                     New Jersey, the form ME-2 must be
                                                     completed and sent.

  35    Delta          5 days prior to transfer      If any original security documents
                                                     are kept in the loan origination
                                                     file, please remove the documents
                                                     and place in the file with the
                                                     Security Documents.

  36    Delta          5 days prior to transfer      Forward all origination files to CHL.  RECORDS
                                                                                            MANAGEMENT

  37    Delta          5 days prior to transfer      Forward all security documents to
                                                     Custodian

  38    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Bankruptcy, REO and          ACQUISITIONS
                                                     Foreclosure work files

  39    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separated Collection and Payment       ACQUISITIONS
                                                     plan work files. If this
                                                     information is only on your
                                                     servicing system, please provide
                                                     screen prints of the information.

  40    Delta          5 days prior to transfer      Review, update and send to CHL all     SERVICING
                                                     separate Assumption and Loss Draft     ACQUISITIONS
                                                     work files. If this information is
                                                     only on your servicing system,
                                                     please provide screen prints of the
                                                     information.

  41    Delta          Prior to Transfer Date        Apply interest on escrow.

  42    Delta          Prior to Transfer Date        Post interest to escrow on loans
                                                     with escrow accounts.

  43                                                 Transfer Date

  44    Delta          1 day after Transfer          Forward to CHL a complete final set    DATA
                                                     of tapes for all loans in the          PROCESSING
                                                     portolio. The reports must include:
                                                     Trial Balance, Master file, Escrow
                                                     file, Payee File, and ACH file. Field
                                                     and code definitions must be included.
                                                     The tapes should reflect data as of
                                                     end of business the day prior to
                                                     transfer.

  45    Delta          1 day after Transfer          Forward a trial balance as of the      SERVICING
                                                     transfer date to CHL.                  ACQUISITIONS

  46    Delta          1 day after Transfer          Forward to CHL a final report of       SERVICING
                                                     all loans with automatic payment       ACQUISITIONS
                                                     drafts (ACH). The report should
                                                     include all drafting, bank and
                                                     routing information.

  47    Delta          1 day after Transfer          Forward to CHL copies of all           SERVICING
                                                     Investor accounting reports for        ACQUISITIONS
                                                     the latest cutoff.

  48    Delta          1 day after Transfer          Forward to CHL the Test of P&I,        INVESTOR
                                                     Reconciliation of Pool to              ACCOUNTING
                                                     Security

  49    Delta          10 days following transfer    Forward to CHL, the entire loan        SERVICING
                                                     history from inception of the loan     ACQUISITIONS
                                                     along with an explanation of the
                                                     codes.

  50    Delta          5 days following transfer     For any FHA loans prepare the HUD
                                                     form 92080 and send to FHA

  51    Delta          Ongoing                       Any security document received         DOCUMENT
                                                     after the transfer date must be        CONTROL
                                                     sent directly to our Document
                                                     Control Department.

  52    Delta          2 days following transfer     Forward to CHL, a schedule of          SERVICING
                                                     all buydown loans reflecting the       ACQUISITIONS
                                                     remaining amount of buydown funds
                                                     held.

  53    Delta          5 days following transfer     Wire to CHL the escrow funds,          SERVICING
                                                     suspense funds, loss draft amounts,    ACQUISITIONS
                                                     buydown funds etc.

  54    Delta          Ongoing                       Forward to CHL any payments,           SERVICING
                                                     correspondence, bills, NSF checks      ACQUISITIONS
                                                     received after the transfer date.

  55    Delta          2 days following transfer     Forward the Officer's Certification    SERVICING
                                                     to CHL                                 ACQUISITIONS

  56    Delta          2 days following transfer     Forward a listing of unpaid taxes,     SERVICING
                                                     pending tax refunds and                ACQUISITIONS
                                                     miscellaneous insurance issues to
                                                     CHL.

  57    Delta          2 days following transfer     Forward a listing of unpaid            SERVICING
                                                     insurance, pending force order         ACQUISITIONS
                                                     insurance refunds and
                                                     miscellaneous insurance issues
                                                     to CHL.