Exhibit 4.14



 Exhibit 4.14










DEPOSIT TRUST AGREEMENT






dated as of December 22, 2000




between




DF SPECIAL HOLDINGS CORPORATION

as Depositor,






and






WILMINGTON TRUST COMPANY,

as Owner Trustee








DELTA FUNDING RESIDUAL HOLDING TRUST 2000-1









TABLE OF CONTENTS


Page




ARTICLE I




DEFINITIONS




ARTICLE II




AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION
OF BUSINESS TRUST BY THE BANK


	SECTION 2.1	Declaration of Business Trust by the Bank	11


	SECTION 2.2	Transfer of Trust Estate to Owner Trustee	12


	SECTION 2.3	Authority to Execute and Perform Various Documents	13


	SECTION 2.4	Execution and Delivery of Owner Trust Certificates	14


	SECTION 2.5	Activities of the Trust	14



ARTICLE III




ESTABLISHMENT OF TRUST ACCOUNTS


	SECTION 3.1	Establishment of Certificate Account	16


	SECTION 3.2	Permitted Withdrawals From the Trust Accounts	17


	SECTION 3.3	Transfer to and from the Cash Collateral Account	17


	SECTION 3.4	Investment of Cash Collateral Account	18



ARTICLE IV




RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE TRUST ESTATE


	SECTION 4.1	Released Certificates	18


	SECTION 4.2	Payments	18


	SECTION 4.3	Statements to Certificateholders	20


	SECTION 4.4	Access to Certain Documentation and Information	20


	SECTION 4.5	Compliance with Withholding Requirements	20



ARTICLE V




DUTIES OF THE OWNER TRUSTEE


	SECTION 5.1	Notice of Certain Events; Action by the Owner Trustee	21


	SECTION 5.2	Distribution of Reports	22


	SECTION 5.3	Action Required Only if Owner Trustee is Indemnified	22


	SECTION 5.4	No Duties Except as Specified in Agreement or Instructions	22



ARTICLE VI




THE OWNER TRUSTEE


	SECTION 6.1	Acceptance of Trust and Duties	23


	SECTION 6.2	Limited Representations or Warranties of the Owner Trustee	23


	SECTION 6.3	Certain Duties and Responsibilities	24


	SECTION 6.4	Reliance; Advice of Counsel	25


	SECTION 6.5	Books and Records; Tax Election	26



ARTICLE VII




COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION OF THE OWNER
TRUSTEE


	SECTION 7.1	Compensation of the Owner Trustee	26


	SECTION 7.2	Reimbursement and Indemnification of the Owner Trustee	26


	SECTION 7.3	Not Obligations of the Trust	27



ARTICLE VIII




TERMINATION OF AGREEMENT


	SECTION 8.1	Termination	28


	SECTION 8.2	Further Assurances by the Owner Trustee upon Termination	28


	SECTION 8.3	Insolvency of a Certificateholder	28



ARTICLE IX




SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND SEPARATE OWNER
TRUSTEES


	SECTION 9.1	Resignation of the Owner Trustee; Appointment of Successor	29


	SECTION 9.2	Co-Trustees and Separate Trustees	30



ARTICLE X




SUPPLEMENTS AND AMENDMENTS


	SECTION 10.1	Supplements and Amendments	30


	SECTION 10.2	Additional Amendment Provisions	31



ARTICLE XI




REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEPOSITOR


	SECTION 11.1	Representations and Warranties of the Depositor	31


	SECTION 11.2	Accrued Interest, Etc.	33


	SECTION 11.3	Additional Covenants of the Depositor	33



ARTICLE XII




TRANSFER OF OWNER TRUST CERTIFICATES


	SECTION 12.1	Registration of Transfer and Exchange of Owner Trust
Certificates	33


	SECTION 12.2	Mutilated, Destroyed, Lost or Stolen Owner Trust Certificates	36


	SECTION 12.3	Persons Deemed Owners	36


	SECTION 12.4	Access to Names and Addresses	36


	SECTION 12.5	Actions of Certificateholders and Others	37



ARTICLE XIII




MISCELLANEOUS


	SECTION 13.1	No Legal Title to Trust Estate in the Certificateholders	37


	SECTION 13.2	Reserved	38


	SECTION 13.3	Action by the Owner Trustee is Binding	38


	SECTION 13.4	Limitation on Rights of Others	38


	SECTION 13.5	Notices	38


	SECTION 13.6	Severability	38


	SECTION 13.7	Limitation on the Depositor's and the Certificateholder's
Respective Liability	38


	SECTION 13.8	Separate Counterparts	39


	SECTION 13.9	Successors and Assigns	39


	SECTION 13.10	Headings	39


	SECTION 13.11	Governing Law	39


	SECTION 13.12	Administration of Trust	39


	SECTION 13.13	Performance by the Depositor or the Administrators	39


	SECTION 13.14	No Implied Waiver	39


	SECTION 13.15	References	40


	SECTION 13.16	Tax Matters	40







	 	Schedule I	-	Schedule of Underlying Certificates





	 	Exhibit A	-	Form of Owner Trust Certificate





	 	Exhibit B-1	-	Form of Transferor Certificate





	 	Exhibit B-2	-	Form of Transferee Certificate





	 	Exhibit C	-	Form of Certificate of Trust





	 	Exhibit D	-	Compliance Certification





	 	Exhibit D-1	-	Valuation Report





	 	Exhibit E	-	Release Certification





DEPOSIT TRUST AGREEMENT


          
THIS DEPOSIT TRUST AGREEMENT, dated as of December 22, 2000 (the "Agreement"),
by and between DF SPECIAL HOLDINGS CORPORATION, a Delaware corporation, as
depositor (in such capacity, the "Depositor") and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as owner trustee (the "Owner Trustee").


W I T N E S S
E T H:


          
WHEREAS, the Depositor desires to form the trust to be created hereby (the
"Trust") for the purpose of (i) accepting from or on behalf of the Depositor
from time to time the Underlying Certificates (as defined herein), and holding
for the benefit of the holders of the Owner Trust Certificates (the "Holders" or
"Certificateholders") the Trust Estate (as defined herein), (ii) issuing
certificates evidencing the entire beneficial ownership interest in the Trust
(such certificates, the "Owner Trust Certificates"), (iii) releasing from time
to time certain of the Underlying Certificates or other assets in the Trust
Estate and (iv) engaging in certain activities incidental to the foregoing;
and


          
WHEREAS, Wilmington Trust Company, a Delaware banking corporation, is willing to
act as owner trustee hereunder (in its individual capacity, the "Bank", and
solely in its capacity as owner trustee hereunder, with its successors in
interest in such capacity and its permitted assigns, the "Owner Trustee") and to
accept the Trust created hereby.


          
NOW THEREFORE, in consideration of the premises and of the mutual agreements
herein contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


ARTICLE I


DEFINITIONS


          
All capitalized terms used herein and not otherwise defined, unless the context
otherwise requires, shall have the meanings set forth below.


          
"Administration Agreement" shall mean the Administration Agreement, dated as of
the date of the Indenture, between the Trust and the Administrators, pursuant to
which the Administrators shall perform various obligations of the Trust and the
Owner Trustee under this Agreement.


          
"Administration Agreements" shall have the meaning assigned such term in the
Indenture.


          
"Administrators" shall mean the Persons acting as an "Administrator" from time
to time under the Administration Agreement, which initially shall be Delta
Funding and U.S. Bank Trust National Association.


          
"Affiliate" shall mean, with respect to any specified Person, any other Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the meaning of "control".


          
"Agent" shall mean any agent or attorney of the Owner Trustee or the Trust
appointed to execute one or more of the trust or powers hereunder, and shall
include the Administrators.


          
"Agreement" shall mean this Deposit Trust Agreement, as the same may be amended
or supplemented from time to time.


          
"Applicant" shall have the meaning specified in Section 12.4(a) of this
Agreement.


          
"Back-Up Servicing Agreements" shall mean the agreements to be entered into
pursuant to the Indenture between the Company and a nationally recognized
back-up servicer, as such agreements may be amended, modified or supplemented
from time to time.


          
"Bank" shall have the meaning assigned to that term in the preamble above.


          
"Business Day" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or Wilmington, Delaware are
authorized or obligated by law or executive order to be closed.


          
"Business Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. § 3801 et seq. as the same may be amended or supplemented
from time to time.


          
"Cash Collateral Account" shall mean the Eligible Account established pursuant
to Section 3.1(b) of this Agreement.


          
"Cash Escrow Account" shall mean the cash escrow account established by an
escrow agreement of even date with the Indenture into which Delta Financial
Corporation shall deposit funds to pay accrued interest on the Notes pursuant to
Section 4.24 of the Indenture.


          
"Certificate Account" shall mean the segregated trust account established in the
name of the Owner Trustee pursuant to Section 3.1(a) of this Agreement.


          
"Certificateholder" or "Holder" shall mean, with respect to any Owner Trust
Certificate, the Person in whose name such Owner Trust Certificate is registered
on the Certificate Register. Initially, the Depositor shall be the sole Holder
of all the Owner Trust Certificates.


          
"Certificateholder Funds" shall mean, with respect to any Payment Date, an
amount equal to all amounts on deposit in the Certificate Account as of the
commencement of business on such Payment Date, net of (i) any amounts payable or
reimbursable to the Owner Trustee from the Certificate Account pursuant to
Section 7.2 hereunder and (ii) any amounts deposited in the Certificate Account
in error.


          
"Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit C to be filed for the Trust pursuant to Section 3810(a) of the Business
Trust Statute.


          
"Certificate Register" and "Certificate Registrar" shall mean the register of
Owner Trust Certificates maintained, and the registrar appointed, respectively,
pursuant to Section 12.1.


          
"Certificate Schedule" shall mean the schedule of Underlying Certificates which
shall include the following information with respect to each Underlying
Certificate:


	 	1.	
the series, class and percentage interest;






	 	2.	
the identity of the related Underlying Agreement; and






	 	3.	
the Value as of the Closing Date or the related Transfer Date, as applicable.






          
"Collateral Agent" shall mean the Person acting in the role of agent under the
Pledge Agreement which, as of the date hereof is U.S. Bank Trust National
Association.


          
"Collateral Agreements" means, collectively the Pledge Agreements, the Security
Agreement, the Escrow Agreement and any other document or instrument executed or
delivered in connection with any of the foregoing, in each case, as the same may
be in force from time to time.


          
"Collateral Test" shall mean (i) the aggregate Value of the Underlying
Certificates, which are eligible to be counted toward the Minimum Senior
Residual Amount (as that term is defined in and) as provided in Sections 4.17,
4.19 and 4.27 of the Indenture and the amount of the Trust Account Property held
in the Trust and in Delta Funding Residual Holding Trust 2000-2 at least equals
the applicable amount:


	Time Period	Minimum Applicable Amount





	From the Issue Date of the Notes to September 29, 2001	$165,000,000





	From September 30, 2001 to September 29, 2002	$170,000,000





	From September 30, 2002 to September 29, 2003	$175,000,000





	From and after September 30, 2003 until the Notes are paid in
full.	$200,000,000



and (ii) the aggregate Value of Senior Residuals, which are eligible to be
counted toward the Minimum Senior Residual Amount as provided in Sections 4.17,
4.19 and 4.27 of the Indenture, constituting a portion of the trust estates of
the Collateral Trusts shall not be less than the Minimum Senior Residual
Amount.


          
For the purposes of the Collateral Test, residual receivables arising from net
interest margin securities transactions ("NIMS") shall be deemed to be Senior
Residuals when the outstanding principal amount of all other securities issued
in such NIMS is equal to or less than 20% of the aggregate original principal
amount of such securities when originally issued.


          
"Collateral Trusts" shall mean the Trust and Delta Funding Residual Holding
Trust 2002, a Delaware business trust formed pursuant to the Deposit Trust
Agreement, dated as of the date of the Indenture, between Delta Funding, as
depositor, and Wilmington Trust Company, as owner trustee.


          
"Code" shall mean the Internal Revenue Code of 1986, as amended.


          
"Compliance Certificate" shall mean a certificate by the Depositor as to
compliance with the Collateral Test in the form of Exhibit D attached
hereto.


          
"Corporate Trust Office" shall mean the principal corporate trust office of the
Owner Trustee at which, at any particular time, its corporate trust business
with respect to this Agreement is administered, which office at the date hereof
is located at the address of the Owner Trustee set forth in Section 13.5.


          
"Default" shall have the meaning assigned such term in the Indenture.


          
"Delta Funding" shall mean Delta Funding Corporation, a New York corporation,
and its successors in interest.


          
"Depositor" shall mean DF Special Holdings Corporation, a Delaware corporation,
and its successors in interest.


          
"Eligible Account" shall mean a segregated account that is (i) maintained with a
depository institution whose debt obligations at the time of any deposit therein
have the highest short-term debt rating by a Rating Agency and whose accounts
are insured to the maximum extent provided by either the Savings Association
Insurance Fund ("SAIF") or the Bank Insurance Fund ("BIF") of the Federal
Deposit Insurance Corporation established by such fund with a minimum long-term
unsecured debt rating of A or equivalent by a Rating Agency, and which is any of
(A) a federal savings and loan association duly organized, validly existing and
in good standing under the federal banking laws, (B) an institution duly
organized, validly existing and in good standing under the applicable banking
laws of any state, (C) a national banking association duly organized, validly
existing and in good standing under the federal banking laws, (D) a principal
subsidiary of a bank holding company; or (ii) a segregated trust account
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company, having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity.


          
"Eligible Investments" shall mean one or more of the following (excluding any
callable investments purchased at a premium):


	 	          
(i) direct obligations of, or obligations fully guaranteed as to timely payment
of principal and interest by, the United States or any agency or instrumentality
thereof, provided that such obligations are backed by the full faith and
credit of the United States;






	 	          
(ii) repurchase agreements on obligations specified in clause (i) maturing not
more than three months from the date of acquisition thereof, provided
that the short-term unsecured debt obligations of the party agreeing to
repurchase such obligations are at the time rated by a Rating Agency in its
highest short-term rating category (which is "A-1+" for S&P, "P-1" for Moody's,
and "F-1+" for Fitch);






	 	          
(iii) certificates of deposit, time deposits and bankers' acceptances (which, if
Moody's is the relevant Rating Agency, shall each have an original maturity of
not more than 90 days) of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof and
subject to supervision and examination by federal and/or state banking
authorities, provided that the unsecured short-term debt obligations of
such depository institution or trust company at the date of acquisition thereof
have been rated by a Rating Agency in its highest unsecured short-term debt
rating category;






	 	          
(iv) commercial paper (having original maturities of not more than 90 days) of
any corporation incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by a Rating Agency in
its highest short-term rating categories;






	 	          
(v) short term investment funds ("STIFS") sponsored by any trust company or
national banking association incorporated under the laws of the United States or
any state thereof which on the date of acquisition has been rated by a Rating
Agency in its highest rating category of long term unsecured debt; and






	 	          
(vi) interests in any money market fund which at the date of acquisition of the
interests in such fund and throughout the time as the interest is held in such
fund has a rating of either "AAA" by S&P, "AAA" by Fitch, or "Aaa" by Moody's;






provided that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provided a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations;
provided, further, that no instrument described hereunder may be
purchased at a price greater than par if such instrument may be prepaid or
called at a price less than its purchase price prior to its stated maturity.


          
"Eligible Trustee" shall mean a bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor or an
Affiliate of any Person involved in the organization or operation of the
Depositor, that is organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, that is
authorized under such laws to exercise corporate trust powers and to accept the
trust conferred under this Agreement, that has a combined capital and surplus
and undivided profits of at least $100,000,000 and that is subject to
supervision or examination by federal or state authority. If such bank publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this definition the combined capital, surplus and undivided profits of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


          
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.


          
"Escrow Agreement" means that certain Escrow Agreement, dated the date of the
Indenture, between Delta Financial Corporation and the Indenture Trustee, as
such agreement may be amended, modified or supplemented from time to time.


          
"Event of Default" shall have the meaning assigned to such term in the
Indenture.


          
"Fitch" shall mean Fitch Inc. and its successors in interest.


          
"Governmental Authority" shall mean any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.


          
"Indenture" shall mean that certain indenture, dated as of December 21, 2000, by
and among Delta Financial Corporation, as issuer, and each of Delta Funding
Corporation, a New York Corporation, DF Special Holdings Corporation, a Delaware
corporation, DFC Financial Corporation, a Delaware corporation, Fidelity
Mortgage, Inc., a Delaware Corporation, DFC Financial of Canada Limited, an
Ontario, Canada corporation, DFC Funding of Canada Limited, an Ontario, Canada
corporation, Continental Property Management Corp., a New York corporation, and
the Collateral Trusts, as subsidiary guarantors, and the Indenture Trustee,
pursuant to which the Notes are being issued, as the same may be from time to
time supplemented or amended.


          
"Indenture Trustee" shall mean U.S. Bank Trust National Association, a New York
banking corporation, in its capacity as trustee under the Indenture, or its
successor in interest, or any successor trustee appointed as provided in the
Indenture.


          
"Investment Company Act" shall mean the Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the SEC
promulgated thereunder from time to time.


          
"IRS" shall mean the Internal Revenue Service.


          
"Issue Date" shall mean the date of the Indenture, which is the date of first
issuance of the Notes under the Indenture.


          
"Liabilities" shall have the meaning specified in Section 7.2(b) of this
Agreement.


          
"Lien" shall mean any lien, pledge, encumbrance or security interest on or in
any particular asset or property.


          
"Minimum Senior Residual Amount" shall mean $150,000,000; provided, however,
that if $7,125,000 is deposited in the Cash Escrow Account prior to the third
anniversary of the Issue Date, the Minimum Senior Residual Amount shall be
$112,500,000 until the third anniversary of the Issue Date.


          
"Moody's" shall mean Moody's Investor Service, Inc. and its successors in
interest.


          
"Noteholder" or "Holder" shall mean those Persons holding the Notes from time to
time as shown on the Note Register maintained under the Indenture.


          
"Notes" shall mean the 9 1/2% Senior Secured Notes of Delta Financial
Corporation due August 1, 2004 (referred to in the Indenture as the "Senior
Notes").


          
"Officer's Certificate" shall mean a certificate signed on behalf of the
applicable entity by the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President or Managing Director, an Assistant Vice
President or any other authorized officer (however denominated), the Treasurer,
the Secretary, one of the Assistant Treasurers or Assistant Secretaries, or,
another officer customarily performing functions similar to those performed by
any of the above designated officers or, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.


          
"Operative Agreements" shall mean, collectively, this Agreement, the Owner Trust
Certificates, the Administration Agreement, the Underlying Agreements, the
Underlying Certificates, the Indenture, the Collateral Agreements, the Related
Agreements and the Subsidiary Guarantee, as each of them may, from time to time,
be amended or supplemented.


          
"Opinion of Counsel" shall mean a written opinion of counsel, who may, without
limitation, be employees or other counsel for the Depositor which are reasonably
acceptable to the Owner Trustee. The cost of such opinion shall be born by the
Certificateholders.


          
"Owner Trust Certificates" shall mean the certificates issued hereunder
evidencing beneficial ownership interests in the Trust.


          
"Owner Trustee" shall have the meaning assigned to that term in the preamble
above.


          
"Owner Trustee Fee" shall mean $4,000 initially and $6,750 annually.


          
"Ownership Interest" shall mean as to any Owner Trust Certificate, any ownership
or security interest in such Owner Trust Certificate, including any interest in
such Owner Trust Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.


          
"Payment Date" shall mean the first Business Day following any Underlying
Distribution Date of each month, commencing in January, 2001.


          
"Percentage Interest" shall mean, with respect to any Owner Trust Certificate,
the percentage interest of beneficial ownership in the Trust evidenced by such
Owner Trust Certificate as specified on the face thereof.


          
"Person" shall mean any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, estate, trust,
unincorporated organization or government or any agency or political subdivision
thereof.


          
"Plan" shall have the meaning specified in Section 12.1(c) of this
Agreement.


          
"Pledge Agreement" shall mean that certain Pledge Agreement dated as of the date
of the Indenture between DF Special Holdings Corporation, as pledgor, and U.S.
Bank Trust National Association, as trustee and collateral agent, relating to
the Owner Trust Certificates in the Trust, as such agreement may be amended,
modified or supplemented.


          
"Pledge Agreements" shall mean any of those certain Pledge Agreements dated as
of the date of the Indenture, as such agreements may be amended, modified or
supplemented from time to time.


          
"QIB" shall mean a "qualified institutional buyer" within the meaning Rule 144A
under the Securities Act.


          
"Rating Agency" shall mean any of Fitch, Moody's or S&P.


          
"Record Date" shall mean, with respect to the Owner Trust Certificates for any
Payment Date, the last Business Day of the month immediately preceding such
Payment Date. For the first Payment Date, the Record Date shall be the Closing
Date.


          
"Registration Rights Agreement" means that certain Registration Rights
Agreement, dated the date of the Indenture, between Delta Financial Corporation
and Mellon Investor Services LLC, as warrant agent, as such agreement may be
amended, modified or supplemented from time to time.


          
"Related Agreements" means this Agreement, that certain Deposit Trust Agreement,
dated as of the date of the Indenture, by and between Delta Funding Corporation
and Wilmington Trust Company relating to Delta Funding Residual Holding Trust
2000-2, the Warrant Agreement, the Registration Rights Agreement, the
Administration Agreements, the Collateral Agreements and the Back-up Servicing
Agreements.


          
"Release Certification" shall mean the certification by the Depositor in
connection with the release of (i) any Underlying Certificates or (ii) amounts
in the Cash Collateral Account pursuant to Section 4.1 or 3.3, respectively, in
the form attached as Exhibit E hereto.


          
"Released Certificates" shall mean the Underlying Certificates that are the
subject of a Release Certification.


          
"Responsible Officer" shall mean any officer of the Owner Trustee customarily
performing functions with respect to corporate trust matters and having direct
responsibility for the administration of this Agreement and, with respect to a
particular corporate trust matter under this Agreement, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.


          
"S&P" shall mean Standard & Poor's Rating Service and its successors in
interest.


          
"SEC" shall mean the Securities and Exchange Commission.


          
"Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the SEC promulgated
thereunder from time to time.


          
"Security Agreement" means that certain Security Agreement, by and among Delta
Financial Corporation, a Delaware corporation, and each of Delta Funding
Corporation, a New York corporation, DF Special Holdings Corporation, a Delaware
corporation, Fidelity Mortgage, Inc., a Delaware corporation, DFC Financial
Corporation, a Delaware corporation, DFC Financial of Canada Limited, an
Ontario, Canada corporation, DFC Funding of Canada Limited, an Ontario, Canada
corporation, Continental Property Management Corp., a New York corporation, in
favor of U.S. Bank Trust National Association, as trustee, dated as of the date
of the Indenture, as such agreement may be amended, modified or supplemented
from time to time.


          
"Senior Residual" shall mean (i) an asset-backed certificate the cashflow on
which is not subordinated except as provided in the related pooling and
servicing agreement and (ii) an owner trust certificate from and after the time
the principal amount of securities issued by the trust the ownership of which is
evidenced by such owner trust certificate is reduced to 20% or less of the
principal amount of such securities on the date of issuance thereof.


          
"Subsidiary Guarantee" shall have the meaning assigned to such term in the
Indenture.


          
"Tax Return" shall have the meaning specified in Section 6.5 of this
Agreement.


          
"Transfer" shall mean any direct or indirect transfer or other form of
assignment of any Owner Trust Certificate.


          
"Transfer Date" shall mean each date after the Closing Date on which Underlying
Certificates become part of the Trust Estate.


          
"Trust" shall mean the trust established under this Agreement.


          
"Trust Account" or "Trust Accounts" shall mean either or both of the Cash
Collateral Account or the Certificate Account, as the context requires.


          
"Trust Account Property" shall mean the Trust Accounts, all amounts held from
time to time in the Trust Accounts, and all proceeds of the foregoing.


          
"Trust Estate" shall mean the corpus of the trust created as of the Closing Date
and to be administered hereunder, consisting of (i) all the right, title and
interest of the Depositor in and to the Underlying Certificates and all
distributions thereon after the Closing Date or Transfer Date, as applicable,
and in and to the Underlying Agreements, (ii) the Trust Account Property, (iii)
the rights of the Trust to enforce remedies against the Administrators under the
Administration Agreement, and against the Depositor under this Agreement, (iv)
all present and future claims, demands, causes and chooses in action in respect
of the foregoing, including the rights of the Trust under the Underlying
Certificates and the Underlying Agreements, and (v) all proceeds of the
foregoing of every kind and nature whatsoever, including, without limitation,
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, rights to payment of any
and every kind and other forms of obligations and receivables, instruments and
other property that at any time constitute all or part of or are included in the
proceeds of the foregoing.


          
"Underlying Agreements" shall mean as of any date of determination any or all of
the pooling and servicing agreements and/or trust agreements pursuant to which
the Underlying Certificates, other than any Released Certificates, were
issued.


          
"Underlying Certificates" shall mean as of any date of determination, any or all
of the asset-backed certificates and/or owner trust certificates at the time
held as part of the Trust Estate as set forth in the Certificate Schedule
maintained with the Owner Trustee.


          
"Underlying Distribution Date" shall mean, with respect to each Underlying
Certificate, the monthly date on which payments are made to the registered
holder of such Underlying Certificate in accordance with the applicable
Underlying Agreement.


          
"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in
any applicable jurisdiction.


          
"Warrant Agreement" means that certain Warrant Agreement, dated the date of the
Indenture, between Delta Financial Corporation and Mellon Investor Services LLC,
as warrant agent, as such agreement may be amended, modified or supplemented
from time to time.


          
"Value" shall mean with respect to any Underlying Certificate the book value
thereof determined in accordance with generally accepted accounting principles
consistently applied but using a discount rate of 12% in the case of an
Underlying Certificate that is a Senior Residual and 18% in the case of any
other Underlying Certificate.


ARTICLE II


AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;

DECLARATION OF BUSINESS TRUST BY THE BANK


          
SECTION 2.1 Declaration of Business Trust by the Bank.


          
The Trust will be known as "Delta Funding Residual Holding Trust 2000-1," in
which name the Owner Trustee may conduct the affairs of the Trust. The Bank is
hereby appointed to hold and agrees to hold the Trust Estate as Owner Trustee in
trust upon the terms and conditions and for the use and benefit of the
Certificateholders as herein set forth.


          
It is the intention of the parties hereto that the trust created by this
Agreement constitute a "business trust" under the Business Trust Statute and
that this Agreement constitute the governing instrument of such business trust.
This Declaration of Business Trust is not intended to create a partnership, a
joint-stock association, a "taxable mortgage pool" or any association taxable as
a corporation for federal income tax purposes. Prior to or as of the date
hereof, the Owner Trustee shall file the Certificate of Trust in the office of
the Secretary of State of the State of Delaware. Effective as of the date
hereof, the Owner Trustee shall have all the rights, powers and duties set forth
herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust.


          
SECTION 2.2 Transfer of Trust Estate to Owner Trustee.


          
(a) Effective as of the date hereof, the Depositor does hereby assign, transfer,
and otherwise convey to, and deposit with, the Trust, the initial Underlying
Certificates identified on the Certificate Schedule, such conveyance to be made
in exchange for the Owner Trust Certificates. Such assignment includes, without
limitation, all amounts payable to, and all rights of, the holder of the
Underlying Certificates after the Closing Date pursuant to the Underlying
Agreements. The Depositor also shall deliver on such date to the Owner Trustee a
copy of the Indenture, the Pledge Agreement and any documents the Trust signs or
is bound by (e.g. the Collateral Agreements, the Indenture, the Related
Agreements and the Subsidiary Guarantees).


          
(b) From time to time during the term of this Agreement the Depositor may
assign, or cause to be assigned, to the Trust additional Underlying
Certificates. Any such conveyance shall be either a contribution by the
Depositor to the capital of the Trust or a sale. Each such assignment shall
include, without limitation, all amounts payable to, and all rights of, the
holder of the related Underlying Certificates after the applicable Transfer Date
pursuant to the related Underlying Agreements. On each Transfer Date, the
Depositor shall revise the Certificate Schedule to reflect the additional
Underlying Certificates and deliver such revised schedule to the Owner Trustee,
with a copy to the Collateral Agent.


          
(c) In connection with each transfer and assignment, the Depositor shall deliver
or cause to be delivered to, and deposit or cause to be deposited with, the
Trust each of the following documents or instruments relating to each Underlying
Certificate:


	 	          
(i) such Underlying Certificate, duly endorsed in the name of "Delta Funding
Residual Holding Trust 2000-1," together with all documentation and opinions
required under the related Underlying Agreement to obtain a duly issued and
authenticated physical certificate registered in such name;






	 	          
(ii) a copy (which may be on electronic media) of the Underlying Agreement; and






	 	          
(iii) all other items relating to the foregoing as reasonably requested by the
Owner Trustee.






          
(d) The conveyance of the Trust Estate as contemplated hereby is absolute and is
intended by the parties to constitute a sale or contribution of the Underlying
Certificates and all other assets constituting the Trust Estate by the Depositor
to the Trust. It is, further, not intended that any such conveyance be deemed a
pledge of security for a loan. If any such conveyance is deemed to be a pledge
of security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) this Agreement shall constitute a security agreement under applicable
law, (ii) the Depositor shall be deemed to have granted to the Trust a first
priority perfected security interest in the Depositor's entire right, title and
interest in and to the assets constituting the Trust Estate, including, without
limitation, the Underlying Certificates and all payments thereon from and after
the Closing Date or Transfer Date, as applicable, (iii) the possession by the
Owner Trustee on behalf of the Trust or its agent of the Underlying Certificates
and such other items of property as constitute instruments, money, negotiable
documents or chattel paper, shall be deemed to be "possession by the secured
party" or possession by a purchaser or person designated by such secured party
for the purpose of perfecting such security interest under applicable law, and
(iv) notifications to, and acknowledgments, receipts or confirmations from,
Persons holding such property, shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Owner Trustee on behalf of the Trust
for the purpose of perfecting such security interest under applicable law. The
Depositor shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Underlying Certificates and the
other assets of the Trust Estate, such security interest would be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the life of this Agreement. In connection therewith, the
Depositor shall file or cause to be filed financing statements under the Uniform
Commercial Code with respect to the Trust Estate.


          
(e) The Owner Trustee hereby acknowledges the receipt by it of the Trust Estate,
and declares that it holds and will hold the Trust Estate and that it holds and
will hold all other assets and documents to be included in the Trust Estate, in
trust for the exclusive use and benefit of all present and future
Certificateholders.


          
(f) Except as expressly provided in Section 8.1, neither the Depositor nor any
Certificateholder shall be able to revoke the Trust established hereunder.


          
SECTION 2.3 Authority to Execute and Perform Various Documents.


          
The Trust shall have the power and authority, and the Owner Trustee on behalf of
the Trust or, in the case of tax administration matters, its Agent, is hereby
authorized: (i) to execute and deliver the Operative Agreements to which the
Trust is a party, all other agreements, documents, instruments and certificates
contemplated to be executed and delivered by the Trust pursuant to any of the
Operative Agreements, the Collateral Agreements, the Related Agreements and the
Subsidiary Guarantees or the Indenture; (ii) to execute, authenticate and
deliver the Owner Trust Certificates to the Depositor; (iii) to take whatever
action shall be required to be taken by the Trust by the terms of, and exercise
its rights and perform its duties under, each of the documents, agreements,
instruments and certificates referred to in clauses (i) and (ii) above as set
forth in such documents, agreements, instruments and certificates; and (iv)
subject to the terms of this Agreement, to take such other action in connection
with the foregoing as the Certificateholders may from time to time direct;
provided, however, that the Owner Trustee shall have no duty to
perform the obligations of the Trust except as expressly set forth in this
Agreement.


          
SECTION 2.4 Execution and Delivery of Owner Trust Certificates.


          
(a) The Owner Trustee shall, on the date hereof, execute and cause to be
authenticated and delivered to and upon the order of the Depositor, the Owner
Trust Certificates in authorized denominations evidencing the entire beneficial
ownership of the Trust. The rights of the Certificateholders to receive
distributions from the proceeds of the Trust in respect of the Owner Trust
Certificates shall be as set forth in this Agreement.


          
(b) The Owner Trust Certificates will be substantially in the form attached
hereto as Exhibit A; provided, however, that any of the
Owner Trust Certificates may at the request of the Depositor be issued with
appropriate insertions, omissions, substitutions and variations, and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Owner Trust Certificates are admitted to
trading, or to conform to general usage.


          
(c) Each Owner Trust Certificate may be printed or in typewritten or similar
form, and each Owner Trust Certificate shall, upon original issue and at the
direction of the Depositor, be executed by the Trust and authenticated by the
Certificate Registrar and delivered to or upon the order of the Depositor. All
Owner Trust Certificates shall be executed by manual or facsimile signature on
behalf of the Trust by an authorized officer of the Owner Trustee, not
individually, but solely as Owner Trustee hereunder. Owner Trust Certificates
bearing the signatures of individuals who were at any time the proper officers
of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
delivery of such Owner Trust Certificates or did not hold such offices at the
date of such Owner Trust Certificates. No Owner Trust Certificates shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Owner Trust Certificate a certificate of
authentication in the form set forth on the signature page of the form of Owner
Trust Certificates attached as Exhibit A, executed by the Certificate
Registrar by manual signature, and such certificate of authentication upon any
Owner Trust Certificate shall be conclusive evidence, and the only evidence,
that such Owner Trust Certificate has been duly authenticated and delivered
hereunder. All Owner Trust Certificates shall be dated the date of their
authentication.


          
SECTION 2.5 Activities of the Trust.


          
It is the intention of the parties hereto that the Trust shall not engage in any
business or activities other than in connection with, or relating to, the
purposes specified in Section 2.3. The operations of the Trust will be conducted
in accordance with the following standards (and the Depositor hereby agrees to
use its best efforts to cause the operations of the Trust to be conducted in
accordance herewith):


	 	          
(i) The Trust will observe all procedures required by this Agreement.






	 	          
(ii) Except as otherwise provided in Sections 5.1 and 5.4, the business and
affairs of the Trust will be managed by or under the direction of the Owner
Trustee or the Administrators as provided hereunder. Except as otherwise
expressly provided in this Agreement, the Depositor will have no authority to
act for, or to assume any obligation or responsibility on behalf of, the Trust.
The Administrators may act on behalf of the Trust and/or the Owner Trustee
solely as provided in the Administration Agreement (which Administration
Agreement may not be amended except with consent of the Collateral Agent.)






	 	          
(iii) To the extent prepared, any books and records of accounts and minutes of
the meetings and other proceedings of the trustees of the Trust shall be kept by
the Owner Trustee or the Administrators, as the case may be, separate from those
of the Depositor or any subsidiary, Affiliate or separate account of the
Depositor. Any such resolutions, agreements and other instruments will be
continuously maintained by the Administrators as official records of the Trust.






	 	          
(iv) Each of the Depositor and the Trust will provide for its own operating
expenses and liabilities from its own funds. General overhead and administrative
expenses of the Trust will not be charged or otherwise allocated to the
Depositor (except indirectly, insofar as the Depositor owns the Owner Trust
Certificates) and such expenses of the Depositor will not be charged or
otherwise allocated to the Trust.






	 	          
(v) The Trust will conduct its business under names or tradenames so as not to
mislead others as to the identity of the Trust. Without limiting the generality
of the foregoing, all oral and written communications, including letters,
invoices, contracts, statements and applications will be made solely in the name
of the Trust if related to the Trust. The Depositor and the Trust each will have
separate stationery and other business forms.






	 	          
(vi) Other than the Subsidiary Guarantees, the Trust shall not assume or incur
any liability for borrowed money, there will be no guarantees made by the Trust,
and the Trust shall not permit, suffer to exist or incur any liens on the Trust
Estate (other than as provided in Section 7.2(d)), with respect to obligations
of the Depositor or its Affiliates or any Person. The Trust shall not engage in
any respect in either borrowings or loans between the Trust and the Depositor or
its Affiliates or any Person.






	 	          
(vii) The Trust will act solely in its name and through its or the Owner
Trustee's duly authorized officers or agents in the conduct of its business. The
Trust will not: (A) operate or purport to operate as an integrated, single
economic unit with respect to the Depositor or any other affiliated or
unaffiliated entity; (B) seek or obtain credit or incur any obligation to any
third party based upon the assets of the Depositor; or (C) induce any such third
party to reasonably rely on the creditworthiness of the Depositor or any other
affiliated or unaffiliated entity.






	 	          
(viii) The Trust will maintain its principal place of business in the State of
Delaware.






	 	          
(ix) The Trust and the Depositor shall keep separate their respective funds and
other assets and shall not commingle such funds and other assets with those of
any other Affiliates thereof.






	 	          
(x) If and to the extent applicable, the Trust will prepare financial statements
of the Trust that are separate from those of the Depositor and any other
Affiliates (although it may be presented as part of the consolidated financial
statements of an Affiliate).






	 	          
(xi) The Trust will not engage in any transaction with an Affiliate on any terms
other than would be obtained in an arm's-length transaction with a
non-Affiliate.




ARTICLE III


ESTABLISHMENT OF TRUST ACCOUNTS


          
SECTION 3.1 Establishment of Trust Accounts.


          
(a) The Owner Trustee, for the benefit of the Certificateholders, shall
establish with the Owner Trustee and maintain a non-interest bearing trust
account (the "Certificate Account"), entitled "Delta Funding Residual Holding
Trust 2000-1 Owner Trust Certificate Account" and held in trust by the Owner
Trustee for the benefit of the Certificateholders. The foregoing requirements
for the establishment of the Certificate Account shall be exclusive.


          
(b) The Depositor shall establish and maintain a separate trust account (the
"Cash Collateral Account") entitled "Delta Funding Residual Holding Trust 2000-1
Cash Collateral Account." The Cash Collateral Account shall be an Eligible
Account with respect to which the Owner Trustee or its Agent, other than the
Depositor or any Affiliate thereof, shall have the sole right of withdrawal;
provided, however, that the Owner Trustee shall have the right to
authorize the Depositor to make withdrawals from the Cash Collateral Account
pursuant to Section3.3(b). The Depositor shall give the Owner Trustee prior
written notice of the location of the Cash Collateral Account.


          
SECTION 3.2 Permitted Withdrawals From the Trust Accounts.


          
The Owner Trustee may from time to time withdraw or cause the withdrawal of
funds from the Trust Accounts for the following purposes:


	 	
(i) to reimburse or indemnify the Owner Trustee for expenses and other
liabilities incurred by and reimbursable to the Owner Trustee, pursuant to
Section 7.2 hereunder, except as otherwise provided in such section and to pay
or make reasonable provision for the payment of all other liabilities of the
Trust;






	 	
(ii) to make payments on the Owner Trust Certificates in the amounts and in the
manner provided for in Section 4.2 hereunder;






	 	
(iii) to transfer amounts from the Certificate Account to the Cash Collateral
Account as provided in Section 4.2(a);






	 	
(iv) to make payments from the Cash Collateral Account as provided in Section
3.3(b);






	 	
(v) to clear and terminate the Trust Accounts upon the termination of this
Agreement;






	 	
(vi) to return to the appropriate Person any amounts remitted by such Person to
the Owner Trustee in error; and






	 	
(vii) to make payments to the Indenture Trustee as provided in Section 4.2(d).




          
SECTION 3.3 Transfers to and from the Cash Collateral Account.


          
(a) From time to time the Depositor may deposit, or cause to be deposited,
amounts into the Cash Collateral Account. Amounts so deposited shall be invested
in Eligible Investments as provided in Section 3.4 and shall be retained therein
until released as provided in Section 3.3(b).


          
(b) Upon satisfaction of the conditions to a release from the Cash Collateral
Account as set forth in the Release Certification, and subject to the provisions
of Section 4.2(d), the Depositor may from time to time deliver to the Owner
Trustee, with a copy to the Collateral Agent, a Release Certification and, upon
receipt thereof, the Owner Trustee shall authorize the Depositor to withdraw the
amount specified therein from the Cash Collateral Account and to pay such amount
to or to the order of the Depositor. Upon such payment, such amount shall no
longer be part of the Trust Estate.


          
SECTION 3.4 Investment of Cash Collateral Account.


          
(a) All or a portion of the Cash Collateral Account shall be invested and
reinvested, as directed in writing by the Depositor, in one or more Eligible
Investments bearing interest or sold at a discount. If the Depositor does not
provide investment directions, the Owner Trustee shall cause the investment in
Eligible Investments described in paragraph (vi) of the definition of Eligible
Investments. No such investment shall mature later than the Business Day
immediately preceding the next Payment Date.


          
(b) If any amounts are needed for disbursement from the Cash Collateral Account
and sufficient uninvested funds are not available to make such disbursement, the
Owner Trustee shall cause to be sold or otherwise converted to cash a sufficient
amount of the investments in such Account. The Owner Trustee shall not be liable
for any investment loss or other charge resulting therefrom.


          
(c) All net income and gain realized from investment of, and all earning on,
funds deposited in the Cash Collateral Account shall remain on deposit therein
until released as provided in Section 3.3(b). Any loss incurred in respect of
any Eligible Investment shall be charged to the Cash Collateral Account.


ARTICLE IV


RECEIPT, DISTRIBUTION AND APPLICATION

OF INCOME FROM THE TRUST ESTATE


          
SECTION 4.1 Released Certificates.


          
Upon satisfaction of the conditions to release as set forth in the Release
Certification, from time to time, the Depositor may deliver to the Owner Trustee
and the Administrators, with a copy to the Collateral Agent, a Release
Certification with respect to specified Underlying Certificates, together with
such documentation as is required under the related Underlying Agreements to be
provided by the transferor. Upon receipt of such certification and documents,
the specified Underlying Certificates shall become Released Certificates which
are not part of the Trust Estate and the Owner Trustee shall endorse the
applicable Released Certificates on behalf of the Trust, execute the transfer
documentation provided by the Depositor and deliver such certificates and
documentation to or to the order of the Depositor. At such time, the Depositor
also shall amend the Certificate Schedule and deliver it to the Owner
Trustee.


          
SECTION 4.2 Payments.


          
(a) On each Underlying Distribution Date on which amounts are distributed to the
Trust, the Owner Trustee shall deposit such amounts into the Certificate
Account. On each Payment Date, the Owner Trustee (or its Agent other than the
Depositor or any Affiliate) shall withdraw from the Certificate Account all
Certificateholder Funds then on deposit therein, and the Owner Trustee (or its
Agent) shall, subject to Section 4.2(d), either (i) pay such Certificateholder
Funds to the Certificateholders if, as shown on the most recent Compliance
Certification or Release Certification, the Collateral Test was satisfied or
(ii) otherwise transfer such funds to the Cash Collateral Account.


(b) All distributions of the Certificateholder Funds on any Payment Date shall
be allocated pro rata among the Owner Trust Certificates based upon their
respective Percentage Interests. Payments to the Certificateholders on each
Payment Date will be made to the Certificateholders of record on the related
Record Date. Payments to any Certificateholder on any Payment Date shall be made
by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have so notified the Owner Trustee in
writing of its wiring instructions at least five Business Days prior to the
related Record Date, or otherwise by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate Register. Final
payment on each Owner Trust Certificate will be made in like manner, but only
upon presentment and surrender of such Owner Trust Certificate at the Corporate
Trust Office or such other location specified in the notice to
Certificateholders of such final payment.

          
(c) Whenever the Owner Trustee is notified that the final payment with respect
to the Owner Trust Certificates will be made on the next Payment Date, but only
in connection with a termination of the Trust in accordance with Section 8.1,
the Owner Trustee (or its Agent) shall mail to each Certificateholder, with a
copy to the Collateral Agent, on such date a notice to the effect that the Owner
Trustee expects that the final payment with respect to the Owner Trust
Certificates will be made on such Payment Date but only upon presentation and
surrender of the Owner Trust Certificates at the office of the Owner Trustee
therein specified. Upon presentation and surrender of the Owner Trust
Certificates by the Certificateholders or the Collateral Agent on the final
Payment Date in respect of the Owner Trust Certificates, the Owner Trustee shall
distribute to the Certificateholders the amounts otherwise distributable on such
Payment Date. Any funds not distributed on such Payment Date because of the
failure of any Certificateholders or the Collateral Agent to tender their Owner
Trust Certificates shall be set aside and held in trust for the account of the
appropriate non-tendering Certificateholders or the Collateral Agent, as the
case may be. If any Owner Trust Certificate, as to which notice has been given
pursuant to this Section 4.2(c) shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Owner Trustee
shall mail a second notice to the related Certificateholders, at their last
addresses shown in the Certificate Register, and the Collateral Agent to
surrender such Owner Trust Certificates for cancellation in order to receive,
from the funds held, the final payment with respect thereto. If within one year
after the second notice any Owner Trust Certificate shall not have been
surrendered for cancellation, the Owner Trustee shall pay such funds to the
Depositor who, subject to escheat laws, shall thereafter hold such amounts
uninvested for the benefit of such Holders. The costs and expenses of
maintaining such funds and of contacting Certificateholders and the Collateral
Agent shall be paid out of the assets which remain held. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of
such Certificateholder's failure to surrender its Owner Trust Certificate for
final payment thereof in accordance with this Section 4.2(c).


          
(d) Notwithstanding any provision in this Agreement to the contrary, upon
receipt by the Owner Trustee of a notice from the Collateral Agent, that an
Event of Default or a Default, has occurred, then the Owner Trustee shall not
remit funds on deposit in the Cash Collateral Account, or Certificateholder
Funds, or other funds in the possession of the Owner Trustee, to either of the
Depositor or the Certificateholders unless and until (i) the Owner Trustee
receives written notice from the Collateral Agent that all such Defaults or
Events of Default as the case may be have been cured or waived and (ii) the
Depositor provides to the Owner Trustee an Officers' Certificate that there is
then no Default or Event of Default that has occurred and that is then
continuing which has not been waived. Notwithstanding any provision in this
Agreement to the contrary, upon receipt by the Owner Trustee of a notice from
the Collateral Agent that the Notes have been or thereby are declared to be due
and payable immediately, except as provided in Section 7.2(c), the Owner Trustee
shall forthwith remit all funds then or which thereafter come into its
possession, including all funds on deposit in the Cash Collateral Account, all
Certificateholder Funds, and all other funds then or thereafter in the
possession of the Owner Trustee, to the Indenture Trustee for application in
accordance with Section 6.10 of the Indenture.


          
SECTION 4.3 Statements to Certificateholders.


          
(a) On each Payment Date, upon request the Owner Trustee (or its Agent) shall
prepare, and shall make available, a statement to each Certificateholder, the
Collateral Agent and to the Depositor stating the Certificateholder Funds for
such Payment Date.


          
(b) Within 60 days after the end of each calendar year, the Owner Trustee (or
its Agent) shall furnish to the Collateral Agent and to each Person (upon the
written request of such Person), who at any time during the previous calendar
year was a Certificateholder, a statement containing information regarding
payments of amounts on such Person's Owner Trust Certificates, aggregated for
such calendar year or the applicable portion thereof during which such Person
was a Certificateholder. Such obligation shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided
pursuant to any requirements of the Code and regulations thereunder as from time
to time are in force.


          
SECTION 4.4 Access to Certain Documentation and Information.


          
The Owner Trustee shall provide to the Certificateholders and the Collateral
Agent access to all the reports, documents and records maintained by the Owner
Trustee in respect of its duties hereunder, such access being afforded without
charge but only upon reasonable written request and during normal business hours
at offices designated by the Owner Trustee.


          
SECTION 4.5 Compliance with Withholding Requirements.


          
In the event that the Owner Trustee is required (whether on liquidation of the
Trust or otherwise) to make payments to the Depositor or the Certificateholders,
notwithstanding any other provisions of this Agreement, the Owner Trustee (or
its Agent) shall comply with all federal withholding requirements with respect
to payments to the Depositor or the Certificateholders that the Owner Trustee
reasonably believes are applicable under the Code. The consent of the Depositor
or the Certificateholders, as the case may be, shall not be required for any
such withholding. The parties hereto understand and agree that the Owner Trustee
shall not be required to gross up any such payments for the amount of such
withholding (or any other amounts).


          
The Owner Trustee agrees, to the extent required by the Internal Revenue Code of
1986, as amended (the "Code"), and applicable federal regulations thereunder, to
withhold from each payment due hereunder or under any Certificate, United States
withholding taxes at the appropriate rate. In the event that any withholding tax
is imposed on the payment to a Certificateholder, such tax shall reduce the
amount otherwise distributable to the Certificateholder in accordance with this
Section. Any Certificateholder which is organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date such
Certificateholder becomes a Certificateholder, (a) so notify the Owner Trustee,
(b) (i) provide the Owner Trustee with Internal Revenue Service form 1001, 4224,
8709 or W-8, as appropriate, or (ii) notify the Owner Trustee that it is not
entitled to an exemption from United States withholding tax or a reduction in
the rate thereof on payments of interest. Any such Certificateholder agrees by
its acceptance of a Certificate, on an ongoing basis, to provide like
certification for each taxable year and to notify the Owner Trustee should
subsequent circumstances arise affecting the information provided the Owner
Trustee in clauses (a) and (b) above. The Owner Trustee shall be fully protected
in relying upon, and each Certificateholder by its acceptance of a Certificate
hereunder agrees to indemnify and hold the Owner Trustee harmless against all
claims or liability of any kind arising in connection with or related to the
Owner Trustee's reliance upon any documents, forms or information provided by
any Certificateholder to the Owner Trustee.


ARTICLE V


DUTIES OF THE OWNER TRUSTEE


          
SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee.


          
(a) Whenever the Owner Trustee, on behalf of the Trust as holder of the
Underlying Certificates, is requested or, as to any particular matter, notified
of its authority, by any Person, to take any action or to give any consent,
approval or waiver that it is entitled to take or give on behalf of the Trust in
such capacity, the Owner Trustee shall promptly notify all the
Certificateholders and the Collateral Agent of such request or notice in such
detail as is made available to it.


          
(b) Subject to the Owner Trustee's rights in this Agreement to be indemnified
for its acts and omissions with respect to matters concerning the Operative
Agreements, the Trust Estate or the Underlying Certificates, the Owner Trustee
shall take or refrain from taking such action as the Certificateholders owning a
majority of the Percentage Interests shall so direct, with the written consent
of the Collateral Agent. The Owner Trustee may, from time to time, request in
writing instructions from the Certificateholders and shall request in writing
instructions from the Certificateholders and Collateral Agent if the Owner
Trustee receives notice that a default shall have occurred and is continuing
under the Administration Agreement.


          
(c) Upon receipt by the Owner Trustee of a notice from the Collateral Agent
pursuant to Section 4.2(d) that an Event of Default or a Default has occurred,
the Owner Trustee shall follow any directions from the Collateral Agent with
respect to the exercise of rights or remedies under the Administration Agreement
until such time as the requirements of Section 4.2(d)(i) and (ii) have been met.
The Certificateholders agree that during such time the rights of the
Certificateholders to instruct the Owner Trustee with respect to the
Administration Agreement shall be subordinated to the rights of the Collateral
Agent, and any fiduciary duties or liabilities of the Owner Trustee to the
Certificateholders in connection therewith shall be deemed waived. However, in
no event shall the Owner Trustee be deemed to owe any fiduciary duties to the
Collateral Agent.


          
SECTION 5.2 Distribution of Reports.


          
Upon receipt of a written request, the Owner Trustee shall promptly (but no
later than five Business Days following receipt thereof) distribute to the
Depositor, the Collateral Agent and the Certificateholders such reports,
notices, statements and written materials relating to the Trust (other than such
documents which have been delivered pursuant to Section 4.3 of this
Agreement).


          
SECTION 5.3 Action Required Only if Owner Trustee is Indemnified.


          
The Owner Trustee shall not be required to take any action under Section 5.1(b)
if the Owner Trustee shall reasonably determine, or shall have been advised in
writing by counsel, that such action is likely to result in personal liability
for which the Owner Trustee has not been and will not be adequately indemnified
or is contrary to the terms hereof or of any Operative Agreement or is otherwise
contrary to law.


          
SECTION 5.4 No Duties Except as Specified in Agreement or
Instructions.


          
(a) The Owner Trustee shall not have any duty or obligation to manage, control,
use, make any payment in respect of, register, record, insure, inspect, sell,
dispose of or otherwise deal with the Underlying Certificates or any other part
of the Trust Estate, or to otherwise take or refrain from taking any action
under or in connection with any Operative Agreement to which the Owner Trustee
is a party, except as expressly provided by the terms of this Agreement or in
written instructions from the Certificateholders, provided such instructions are
consented to by the Collateral Agent, received pursuant to Section 5.1(b); and
no implied duties or obligations shall be read into this Agreement against the
Owner Trustee. The Bank in its individual capacity, nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary
to discharge any Liens on the Trust Estate arising by, through or under the Bank
which are unrelated to the transactions contemplated hereby. Any successor
trustee, in its individual capacity, agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
the Trust Estate arising by, through or under the successor trustee which are
unrelated to the transactions contemplated hereby. Any co-trustee, in its
individual capacity, agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any Liens on the Trust Estate
arising by, through or under the co-trustee which are unrelated to the
transactions contemplated hereby.


          
(b) Without limiting the generality of the foregoing subsection (a), except as
otherwise explicitly provided in this Agreement, the Owner Trustee shall not
have any duty to (i) file or record any Operative Agreement or any other
document (including financing or continuation statements), or to maintain or
continue any such filing or recording or to refile or rerecord any such
document, (ii) pay or discharge any tax or any Lien owing with respect to or
assessed or levied against any part of the Trust Estate, other than to forward
notice of such tax or Lien received by the Owner Trustee to the
Certificateholders, (iii) confirm, verify, investigate or inquire into the
failure of any Person to receive any payments, notices, reports or financial
statements in connection with the Underlying Certificates, (iv) ascertain or
inquire as to the performance or observance of any Person under or of any of the
Operative Agreements, (v) manage, control, sell, dispose of or otherwise deal
with the Underlying Certificates or any part thereof or any other part of the
Trust Estate or (vi) to prepare or file any document under state or federal tax
or securities laws.


ARTICLE VI


THE OWNER TRUSTEE


          
SECTION 6.1 Acceptance of Trust and Duties.


          
The Bank accepts the trust hereby created and agrees to perform the same, but
only upon the terms of this Agreement. The Bank agrees to receive, manage and
disburse all moneys constituting part of the Trust Estate actually received by
it as Owner Trustee in accordance with the terms of this Agreement. Neither the
Bank nor the Owner Trustee shall be answerable or accountable under any
circumstances, except for (i) its own willful misconduct, bad faith or gross
negligence, (ii) the inaccuracy of any of its representations or warranties
contained in Section 6.2 of this Agreement, (iii) taxes based on or measured by
any fees, commissions or compensation received by it for acting as Owner Trustee
in connection with any of the transactions contemplated by this Agreement or any
other Operative Agreements and (iv) its failure to use reasonable care to
receive, manage and disburse moneys actually received by it in accordance with
the terms hereof.


          
SECTION 6.2 Limited Representations or Warranties of the Owner
Trustee.


          
Neither the Bank nor the Owner Trustee makes (i) any representation or warranty,
either express or implied, as to the title to or value of the Underlying
Certificates, and (ii) any representation or warranty as to the validity or
enforceability of any Operative Agreement except as set forth below or as to the
correctness of any statement made by a Person other than the Bank or the Owner
Trustee contained in any Operative Agreement. The Bank represents, warrants and
covenants to and for the benefit of the Depositor and the Certificateholders
that:


	 	          
(a) The Bank is a banking corporation, duly organized, validly existing and in
good standing under the laws of the state of Delaware;






	 	          
(b) The execution and delivery by the Bank, and the performance and compliance
by the Bank with the terms of, this Agreement and any and all documents to be
executed or delivered by the Bank in its individual capacity in connection with
this Agreement and to fulfill its obligations under, and to consummate the
transactions contemplated by, this Agreement and such other documents executed
in connection herewith to which the Bank is a party, will not violate any
provisions of the Bank's charter or bylaws;






	 	          
(c) The Bank, in its individual capacity, has full power and authority and has
taken all action necessary to execute and deliver this Agreement and any and all
documents to be executed or delivered by it in its individual capacity in
connection with this Agreement and to fulfill its obligations under, and to
consummate the transactions contemplated by, this Agreement and such other
documents executed in connection herewith to which it is a party, and this
Agreement is the legal, valid and binding obligation of the Bank, in its
individual capacity, enforceable against the Bank in accordance with its terms,
except as such terms may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally and
by general principles of equity;






	 	          
(d) The consummation of the transactions hereby contemplated do not conflict
with, violate or contravene any law, rule, regulation or judicial, governmental
or administrative order of the State of Delaware or of the United States
governing the banking and trust powers of the Bank or conflict with, result in a
breach of or constitute a default under any of the terms, conditions or
provisions of any agreement or instrument to which the Bank is a party or by
which it is bound, or any order or decree applicable to the Bank, which would
materially and adversely affect the ability of the Bank to carry out the
transactions contemplated by this Agreement; and






	 	          
(e) There is no action, suit or proceeding pending against the Bank in any court
or by or before any other governmental agency or instrumentality of the State of
Delaware or of the United States governing the banking and trust powers of the
Bank which would materially and adversely affect the ability of the Bank to
carry out the transactions contemplated by this Agreement.




          
SECTION 6.3 Certain Duties and Responsibilities.


          
(a) The Owner Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Owner Trustee
was grossly negligent in ascertaining the pertinent facts.


          
(b) The Owner Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Certificateholders and, where required by this Agreement, with the written
consent of the Collateral Agent.


          
(c) The Owner Trustee shall not be liable for interest on any money received by
it except as the Owner Trustee may otherwise agree with the
Certificateholders.


          
(d) No provision of this Agreement shall require the Owner Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


          
(e) The permissive right of the Owner Trustee to take actions enumerated in this
Agreement shall not be construed as a duty and the Owner Trustee shall not be
answerable for other than its own willful misconduct, bad faith or gross
negligence.


          
(f) The Owner Trustee shall be under no obligation to institute any suit, or to
take any remedial proceeding under this Agreement, or to enter any appearance or
in any way defend in any suit in which it may be made a defendant, or in the
enforcement of any rights and powers hereunder, if the Owner Trustee reasonably
believes that it will not be adequately indemnified against any and all costs
and expenses, outlays, and counsel fees and other reasonable disbursements and
against all liability.


          
(g) Under no circumstances shall the Owner Trustee be personally liable for any
indebtedness or obligation of the Trust.


          
(h) The Owner Trustee shall not be liable for the default or misconduct of the
Depositor, the Administrators or any other Person and shall not be responsible
for performing any duties or obligations of the Trust or the Owner Trustee that
are the responsibility of the Depositor, the Administrators or any other
Person.


          
(i) Every provision of this Agreement relating to the Owner Trustee shall be
subject to the provisions of this Section 6.3.


          
SECTION 6.4 Reliance; Advice of Counsel.


          
Neither the Bank nor the Owner Trustee shall incur any liability to any Person
in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper believed by
it to be genuine and believed by it in good faith to be signed by the proper
party or parties. The Owner Trustee may accept and rely upon a certified copy of
a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on an Officers' Certificate of
the relevant party, as to such fact or matter, and such Officers' Certificate
shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. In the
administration of the Trust hereunder, the Owner Trustee may execute any of the
trusts or powers hereof and perform its powers and duties hereunder directly or
through Agents and the Owner Trustee shall not be liable for the acts or
omissions of any Agent selected by it in good faith. The Owner Trustee may
consult with counsel, accountants and other skilled Persons to be selected and
employed by it, and the Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written advice or
opinion of counsel, accountant or other skilled Persons, so long as the Owner
Trustee exercised due care in the selection of such Persons, and had no actual
knowledge that it could not reasonably rely on such advice or opinion or by any
such Persons appointed in good faith.


          
SECTION 6.5 Books and Records; Tax Election.


          
The Owner Trustee shall be responsible for the keeping of all appropriate books
and records relating to the receipt and disbursement of all moneys that the
Owner Trustee actually receives hereunder or under any other Operative
Agreement. In the event that the Owner Trust Certificates are held by more than
one Holder, the Administrator shall file an application with the IRS for a
taxpayer identification number with respect to the Trust and prepare or cause to
be prepared and filed a tax return in connection with the transactions
contemplated hereby (the "Tax Return"); provided, however, that
the Administrator shall send or cause to be sent a copy of the completed Tax
Return to the Owner Trustee (which shall sign such return), the Depositor and
the Certificateholders not more than 60 nor less than 30 days prior to the due
date of the Tax Return. The Depositor and any Certificateholders shall each,
upon request by the Administrator furnish the Administrator with all such
information as may be reasonably required from the Depositor or the
Certificateholders in connection with the preparation of such Tax Return. The
Owner Trustee shall keep copies of the Tax Returns delivered to the Owner
Trustee by the Administrator.


ARTICLE VII


COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION

OF THE OWNER TRUSTEE


          
SECTION 7.1 Compensation of the Owner Trustee.


          
The Owner Trustee shall be entitled to receive as compensation for its services
an initial fee in the amount of $4,000 and an annual administration fee of
$6,750 payable by Delta Funding Corporation in December each calendar year,
beginning in December 2000 (the "Owner Trustee Fee") and such other fees and
charges as agreed upon by the Owner Trustee and the Depositor pursuant to a
separate fee agreement.


          
SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.


          
(a) The Owner Trustee shall be entitled to be reimbursed for its reasonable
expenses (including reasonable attorneys' fees) incurred in the performance of
its duties as Owner Trustee hereunder, and to be compensated reasonably for any
extraordinary services rendered under Section 5.1(b), except to the extent that
such expenses arise out of or result from (i) the Owner Trustee's own willful
misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the
Bank's representations or warranties contained in Section 6.2 of this Agreement,
(iii) taxes based on or measured by any fees, commissions or compensation
received by the Owner Trustee for acting as such in connection with any of the
transactions contemplated by this Agreement or any other Operative Agreements,
and (iv) the Owner Trustee's failure to use reasonable care to receive, manage
and disburse moneys actually received by it in accordance with the terms
hereof.


          
(b) Subject to Section 7.2(c) hereof, the Bank is hereby indemnified and held
harmless from and against any and all liabilities, obligations, indemnity
obligations, losses (excluding loss of anticipated profits), damages, claims,
actions, suits, judgments, out-of-pocket costs, expenses and disbursements
(including legal and consultants' fees and expenses) and taxes of any kind and
nature whatsoever (collectively, the "Liabilities") which may be imposed on,
incurred by or asserted at any time against the Bank or the Owner Trustee in any
way relating to or arising out of the Trust Estate, any of the properties
included therein, the administration of the Trust Estate or any action or
inaction of the Owner Trustee hereunder or under the Operative Agreements,
except to the extent that such Liabilities arise out of or result from (i) the
Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the
inaccuracy of any of the Bank's representations or warranties contained in
Section 6.2 of this Agreement, (iii) taxes based on or measured by any fees,
commissions or compensation received by the Owner Trustee for acting as such in
connection with any of the transactions contemplated by this Agreement or any
other Operative Agreement, and (iv) the Owner Trustee's failure to use
reasonable care to receive, manage and disburse moneys actually received by it
in accordance with the terms hereof. The indemnities contained in this Section
7.2(b) shall survive the termination of this Agreement and the removal or
resignation of the Owner Trustee hereunder.


          
(c) Any reimbursements and indemnities to the Owner Trustee pursuant to this
Section 7.2 shall be payable first, out of amounts on deposit in the Certificate
Account; second, out of amounts, if any, on deposit in the Cash Collateral
Account; third, to the extent not paid pursuant to clause first or second within
60 days of first being incurred, by the Certificateholders, on a joint and
several basis; and, fourth to the extent not paid pursuant to clause first,
second or third within 60 days of first being incurred, by Delta Funding
Corporation.


          
(d) The Owner Trustee shall have a lien on the Trust Accounts for payment of
amounts due under this Article VII.


          
SECTION 7.3 Not Obligations of the Trust


          
None of the fees, expenses and other liabilities referred to in Sections 7.1 and
7.2 shall be obligations of the Trust or otherwise chargeable to the Trust
Estate, except as provided in Section 7.2. The Owner Trustee hereby agrees not
to cause or participate in the filing of a petition in bankruptcy against the
Trust for the non-payment to the Owner Trustee of any amounts provided by this
Agreement until 91 days after the payment in full of all the Notes issued under
the Indenture.


ARTICLE VIII


TERMINATION OF AGREEMENT


          
SECTION 8.1 Termination.


          
The Trust may not be dissolved until the termination of the security interests
under Section 12.07 of the Indenture. After the termination of the security
interests under Section 12.07 of the Indenture, the Trust may be dissolved by
the Certificateholders holding 100% of the Percentage Interests in the Trust at
any time, provided, however, that prior to termination of the Indenture, the
prior written consent of the Collateral Agent shall be required. After payment
of all amounts in the order set forth in Section 3.2, all right, title and
interest in the Trust Estate still held by the Owner Trustee at the time of such
dissolution shall be transferred, assigned and paid over to the
Certificateholders or their designee in proportion to their Percentage Interests
in accordance with Section 8.2, and thereafter the Owner Trustee shall file a
certificate of cancellation under Section 3810 of the Business Trust Statute and
the Trust shall terminate.


          
SECTION 8.2 Further Assurances by the Owner Trustee upon Termination.


          
Upon dissolution of this Trust as provided in Section 8.1, the Owner Trustee
shall take such action as may be requested by, and at the expense of, the
Certificateholders owning a majority of the Percentage Interests to transfer the
remaining assets of the Trust to the Certificateholders or the
Certificateholders' designee, including the execution of instruments of transfer
or assignment with respect to the Underlying Certificates and any of the
Operative Agreements to which the Owner Trustee is a party.


          
SECTION 8.3 Insolvency of a Certificateholder.


          
The insolvency or other similar incapacity of a Certificateholder shall not (i)
operate to terminate this Agreement and the Trust, (ii) entitle the
Certificateholder's legal representatives to claim an accounting or to take any
action in any court for a partition or winding up of the Trust Estate or (iii)
otherwise affect the rights, obligations and liabilities of the parties
hereto.


ARTICLE IX


SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES

AND SEPARATE OWNER TRUSTEES


          
SECTION 9.1 Resignation of the Owner Trustee; Appointment of
Successor.


          
(a) The Owner Trustee may resign at any time (and shall immediately resign if it
ceases to be an Eligible Trustee) by giving at least 30 days written notice to
the Certificateholders, the Depositor, the Collateral Agent and the
Administrators, such resignation to be effective on the acceptance of
appointment by a successor Owner Trustee under Section 9.1(b) hereof. The
Depositor shall remove the Owner Trustee by written notice, a copy of which
shall be concurrently delivered by the Depositor to the Certificateholders, the
Collateral Agent and the Administrators, if the Owner Trustee ceases to be an
Eligible Trustee and fails to resign immediately. The Owner Trustee otherwise
may be removed with or without cause at any time by the Certificateholders with
60 days' prior written notice, a copy of which shall be concurrently delivered
by the Certificateholders to the Depositor, the Collateral Agent and the
Administrators. Any such removal shall be effective upon the acceptance of
appointment by a successor Owner Trustee under Section 9.1(b) hereof. In case of
the resignation or removal of the Owner Trustee, the Certificateholders may
appoint a successor Owner Trustee by an instrument signed by the
Certificateholders. If a successor Owner Trustee shall not have been appointed
within 30 days after the giving of written notice of such resignation or the
delivery of the written instrument with respect to such removal, the Owner
Trustee, the Depositor, the Administrators or the Certificateholders may apply
to any court of competent jurisdiction to appoint a successor Owner Trustee to
act until such time, if any, as a successor shall have been appointed and shall
have accepted its appointment as above provided. Any successor Owner Trustee so
appointed by such court shall immediately and without further act be superseded
by any successor Owner Trustee appointed as above provided within one year from
the date of the appointment by such court.


          
(b) Any successor Owner Trustee, however appointed, shall execute and deliver to
the predecessor Owner Trustee and the Depositor an instrument accepting such
appointment and shall furnish a photocopy of such instrument to the
Certificateholders and the Collateral Agent, and thereupon such successor Owner
Trustee, without further act, shall become vested with all the estates,
properties, rights, powers, duties and trusts of the predecessor Owner Trustee
herein; but nevertheless, upon the written request of such successor Owner
Trustee such predecessor Owner Trustee shall execute and deliver an instrument
transferring to such successor Owner Trustee, upon the trusts herein expressed,
all the estates, properties, rights, powers, duties and trusts of such
predecessor Owner Trustee and such predecessor Owner Trustee shall duly assign,
transfer, deliver and pay over to such successor Owner Trustee all moneys or
other property then held by such predecessor Owner Trustee upon the trusts
herein expressed.


          
(c) Any successor Owner Trustee shall promptly file a certificate of amendment
to the Certificate of Trust, identifying the name and principal place of
business of such successor Owner Trustee in the State of Delaware.


          
(d) Any successor Owner Trustee shall be an Eligible Trustee, willing, able and
legally qualified to perform the duties of the Owner Trustee hereunder.


          
(e) Any corporation into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation to which substantially all the corporate trust business of the Owner
Trustee may be transferred, shall, subject to the terms of Section 9.1(c)
hereof, be the Owner Trustee under this Agreement without any further act.


          
SECTION 9.2 Co-Trustees and Separate Trustees.


          
Whenever the Owner Trustee shall deem it necessary or prudent in order to
conform to any law of any jurisdiction in which all or any part of the Trust
Estate shall be situated or to make any claim or be a party to any suit with
respect to the Trust Estate, the Owner Trust Certificates or any Operative
Agreement, or the Owner Trustee shall be advised in writing by counsel
reasonably satisfactory to it that it is so necessary or prudent, the Owner
Trustee and the Certificateholders shall execute and deliver an agreement
supplemental hereto and all other instruments and agreements, and shall take all
other action, necessary or proper to constitute one or more Persons, who need
not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may
appoint one or more of its officers), either as co-trustees or co-trustees
jointly with the Owner Trustee of all or any part of the Trust Estate, or as
separate trustee or separate trustees of all or any part of the Trust Estate,
and to vest in such Persons, in such capacity, such title to the Trust Estate or
any part thereof and such rights or duties as may be necessary or desirable, all
for such period and under such terms and conditions as are reasonably
satisfactory to the Owner Trustee and the Certificateholders. In case any
co-trustee or separate trustee shall die, become incapable of acting, resign or
be removed, the title to the Trust Estate and all rights and duties of such
co-trustee or separate trustee shall, so far as permitted by law, vest in and be
exercised by the Owner Trustee, without the appointment of a successor to such
co-trustee or separate trustee.


ARTICLE X


SUPPLEMENTS AND AMENDMENTS


          
SECTION 10.1 Supplements and Amendments.


          
Subject to Section 10.2 of this Agreement, at the written request of the
Certificateholders and, prior to the termination of the Indenture, with the
prior written consent of the Collateral Agent, this Agreement may be amended by
a written instrument signed by the Owner Trustee and the Certificateholders
(and, if its rights hereunder are adversely affected, the Depositor), but if any
instrument required to be so executed materially and adversely affects any
right, duty or liability of, or immunity or indemnity in favor of the Bank or
the Owner Trustee under this Agreement or any of the other Operative Agreements
to which the Owner Trustee is a party, or would cause or result in any conflict
with or breach of any terms, conditions or provisions of, or default under, the
Bank's charter documents or by-laws or any document contemplated hereby to which
the Owner Trustee is a party, the Owner Trustee may in its sole discretion
decline to execute such instrument.


          
In the event that there is more than one Certificateholder (as shown on the
Certificate Register), the consent to an amendment by Certificateholders owning
a majority of the Percentage Interests shall be sufficient to bind all of such
Holders; provided, however, that no such amendment shall: (i)
reduce in any manner the amount of, or delay the timing of, payments received on
any Owner Trust Certificate without the consent of the affected Holder; or (ii)
amend this Section 10.1, without the consent of all of the Holders then
outstanding.


          
SECTION 10.2 Additional Amendment Provisions.


          
(a) It shall not be necessary for the consent of the Certificateholders under
this Article X to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof shall be subject to such reasonable regulations as the Owner
Trustee may prescribe.


          
(b) The Owner Trustee, at any time from time to time, upon the request of either
Administrator but without the consent of the Certificateholders, may amend this
Agreement to modify, eliminate or add to any of its provisions, to such extent
as shall be necessary to prevent or reduce the imposition on the Trust of any
material federal, state or local taxes, at all time prior to the liquidation of
the Trust; provided, however, that such action, as evidenced by an
Opinion of Counsel acceptable to the Owner Trustee, is necessary or helpful to
prevent the imposition on the Trust of any such taxes.


          
(c) Prior to the execution of any amendment to this Agreement, the Owner Trustee
shall be entitled to receive and rely upon an Opinion of Counsel, at the expense
of the party requesting such amendment (or, if such amendment is requested by
the Owner Trustee, then at the expense of the Certificateholders) stating that
the execution of such amendment is authorized or permitted by this
Agreement.


ARTICLE XI


REPRESENTATIONS, WARRANTIES AND

COVENANTS OF THE DEPOSITOR


          
SECTION 11.1 Representations and Warranties of the Depositor.


          
(a) The Depositor represents and warrants as follows for the benefit of the
Owner Trustee and any Certificateholder:


	 	          
(i) the Depositor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has full power and authority,
and has taken all action necessary, to execute and deliver this Agreement, and
any and all other documents to be executed or delivered by it in connection with
this Agreement, and to fulfill its obligations under, and to consummate the
transactions contemplated by, this Agreement, and this Agreement and such other
documents executed in connection herewith are the legal, valid and binding
obligations of the Depositor, enforceable against it in accordance with their
respective terms, except as such terms may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and by general principles of equity;






	 	          
(ii) the execution and delivery of this Agreement and each other document to be
executed or delivered by it in connection with this Agreement, and the
performance of its obligations hereunder and thereunder by the Depositor will
not violate the provisions of its organizational documents, conflict with any
provision of any law or regulation to which it is subject, or conflict with,
result in a breach of, or constitute a default under any of the terms,
conditions or provisions of, any agreement or instrument to which the Depositor
is a party or by which it is bound, or any order or decree applicable to the
Depositor, or result in the creation or imposition of any Lien on any of the
Depositor's assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by this
Agreement or such other documents executed in connection herewith; no consent,
approval, authorization or order of or filing with or notice to any court or
governmental agency or body is required for the execution, delivery and
performance by the Depositor of this Agreement or such other documents;






	 	          
(iii) there is no action, suit or proceeding pending against the Depositor in
any court or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of the Underlying
Certificates or the ability of the Depositor or the Certificateholders to carry
out the transactions contemplated by this Agreement; and






	 	          
(iv) as of the Closing Date or the applicable Transfer Date, that immediately
prior to the conveyance of the Underlying Certificates to the Trust, the
Depositor had good title to, and was the sole owner of, the related Underlying
Certificates, free and clear of any pledge, lien, encumbrance or security
interest and such assignment validly transfers all right, title and interest of
such Underlying Certificates to the Trust, free and clear of any pledge, lien,
encumbrance or security interest. After giving effect to such assignment, the
Trust has all right, title and interest in the related Underlying Certificates
free and clear any pledge, lien, encumbrance or security interest.






          
(b) It is understood and agreed that each of the foregoing representations and
warranties of the Depositor shall survive delivery of the Underlying
Certificates to the Trust. Upon discovery or receipt of notice by the Depositor
or a Responsible Officer of the Owner Trustee of a breach of any of the
foregoing representations and warranties that materially and adversely affects
the interests of the Owner Trustee for the benefit of the Certificateholders in
the Underlying Certificates, the party discovering such breach shall give prompt
written notice to the other party hereto.


          
SECTION 11.2 Accrued Interest, Etc.


          
The Depositor agrees that any income, interest, fees and other payments that it
may receive in respect of the Underlying Certificates applicable to a period on
or after the Closing Date or Transfer Date, as applicable, shall inure to the
benefit of the Trust, and the Depositor shall pay such amounts to the Trust
promptly upon receipt (but in no event later than one Business Day
thereafter).


          
SECTION 11.3 Additional Covenants of the Depositor.


          
The Depositor hereby covenants and agrees for the benefit of the Owner Trustee
and the Certificateholders that:


	 	          
(a) The business and affairs of the Depositor will be managed by or under the
direction of its board of directors in accordance with its certificate of
incorporation and by-laws. The Depositor will keep correct and complete books
and records of accounts and minutes of the meetings and other proceedings of the
board of directors. Any such resolutions, agreements and other instruments will
be continuously maintained as official records by the Depositor.






	 	          
(b) The Depositor will at all times ensure that its capitalization is adequate
in light of its business and purposes. The Depositor will pay from its own funds
and assets (and not the Trust's) all obligations and indebtedness incurred by
it.






	 	          
(c) The Depositor will not conduct its business in the name of the Trust.






	 	          
(d) The Depositor will not guarantee any obligations of the Trust (including the
Owner Trust Certificates). The Depositor will not operate or purport to operate
as an integrated, single economic unit with respect to the Trust or seek or
obtain credit or incur any obligation to any third party (other than the Notes)
based on the assets of the Trust or induce any such third party to reasonably
rely on the creditworthiness of the Trust in connection therewith.






	 	          
(e) The accounting records of the Depositor will disclose the effect of the
transactions in accordance with generally accepted accounting principles and
relevant pronouncements.




ARTICLE XII


TRANSFER OF OWNER TRUST CERTIFICATES


          
SECTION 12.1 Registration of Transfer and Exchange of Owner Trust
Certificates.


          
(a) At all times during the term of this Agreement, there shall be maintained at
the office of a registrar appointed by the Depositor (the "Certificate
Registrar") a register (the "Certificate Register") in which, subject to such
reasonable regulations as the Certificate Registrar may prescribe, the
Certificate Registrar shall provide for the registration of Owner Trust
Certificates and of transfers and exchanges of Owner Trust Certificates as
herein provided. The Owner Trustee is hereby initially appointed (and hereby
agrees to act in accordance with the terms hereof) as Certificate Registrar for
the purpose of registering Owner Trust Certificates and transfers and exchanges
of Owner Trust Certificates as herein provided. The Owner Trustee may appoint,
by a written instrument delivered to the Depositor, any other bank or trust
company to act as Certificate Registrar under such conditions as the Owner
Trustee may prescribe, provided that the Owner Trustee shall not be relieved of
any of its duties or responsibilities hereunder as Certificate Registrar by
reason of such appointment. If the Owner Trustee resigns or is removed in
accordance with the terms hereof, the successor trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. The Depositor, the
Administrators and the Owner Trustee shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.


          
(b) No transfer, sale, pledge or other disposition of any Owner Trust
Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. Neither the Trust nor any trust fund in which an Underlying
Certificate evidences a beneficial ownership interest has been registered as an
investment company under the Investment Company Act, and no transfer of an Owner
Trust Certificate may be made (i) to any Person other than a QIB, the Collateral
Agent or an Affiliate of the Depositor or (ii) to any Person that would require
the Trust or any such trust fund to be registered as an investment company under
the Investment Company Act. If such transfer is to be made to any Person who, to
the actual knowledge of the Certificate Registrar, is not the Collateral Agent
or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) either (x) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 hereto
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of
Counsel to the effect that such transfer is not required to be registered under
the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the
Certificate Registrar is obligated to register or qualify any Owner Trust
Certificate under the Securities Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of any
Owner Trust Certificate or interest therein without registration or
qualification. Any Certificateholder desiring to effect a transfer of an Owner
Trust Certificate or an interest therein shall, and does hereby agree to,
indemnify the Trust, the Depositor, the Administrators, the Owner Trustee and
the Certificate Registrar against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


          
(c) No transfer of any Owner Trust Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Owner Trust
Certificate or interest therein on behalf of, or with assets of, a Plan.


          
(d) No transfer of any Owner Trust Certificate shall be made to any Person that
is not a "United States person" as defined in Section 7701(a)(30) of the Code if
such Person is exempt from taxation under Section 501(a) of the Code.


          
(e) The Owner Trust Certificates shall bear a legend describing or referencing
the restrictions on transferability set forth in Sections 12.1(b), (c) and
(d).


          
(f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for
registration of transfer of the Owner Trust Certificates at the office of the
Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the
Owner Trustee shall execute, and the Certificate Registrar shall deliver and
authenticate, in the name of the designated transferee or transferees, one or
more new Owner Trust Certificates, in authorized denominations, evidencing in
the aggregate a like aggregate Percentage Interest and dated the date of
authentication by the Certificate Registrar.


          
(g) At the option of any Certificateholder, Owner Trust Certificates may be
exchanged for other Owner Trust Certificates, in authorized denominations,
evidencing in the aggregate a like aggregate Percentage Interest upon surrender
of the Owner Trust Certificates to be exchanged at the office of the Certificate
Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any
Owner Trust Certificates are so surrendered for exchange, the Owner Trustee
shall execute and the Certificate Registrar shall authenticate and deliver, the
Owner Trust Certificates which the Certificateholder is entitled to receive.


          
(h) If the Owner Trustee or the Certificate Registrar so requires, every Owner
Trust Certificate presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by, the Certificateholder thereof or such person's attorney duly
authorized in writing.


          
(i) No service charge shall be made to the requesting Certificateholder for any
registration of transfer or exchange of Owner Trust Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed or any reasonable expenses in
connection with any registration of transfer or exchange of Owner Trust
Certificates.


          
(j) The Certificate Registrar shall cancel and retain or destroy, in accordance
with the Owner Trustee's retention policy then in effect, all Owner Trust
Certificates surrendered for registration of transfer or exchange.


          
SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Owner Trust
Certificates.


          
If (i) any mutilated Owner Trust Certificate is surrendered to the Owner Trustee
or the Certificate Registrar, or the Owner Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or theft of any
Owner Trust Certificate, and (ii) there is delivered to the Owner Trustee and
the Certificate Registrar such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of actual knowledge by a
Responsible Officer of the Owner Trustee or the Certificate Registrar that such
Owner Trust Certificate has been acquired by a bona fide purchaser, the Owner
Trustee shall execute and the Certificate Registrar shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Owner Trust Certificate, a new Owner Trust Certificate of like tenor.
Upon the issuance of any new Owner Trust Certificate under this Section 12.2,
the Owner Trustee may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Owner Trust Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership of
the corresponding interest in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Owner Trust Certificate shall be found at any time
and such original Owner Trust Certificate shall thereby be deemed canceled.


          
SECTION 12.3 Persons Deemed Owners.


          
Prior to due presentation of an Owner Trust Certificate for registration of
transfer, the Owner Trustee, the Certificate Registrar and any agent of any of
them may treat the Person in whose name any Owner Trust Certificate is
registered as the owner of such Owner Trust Certificate for the purpose of
receiving distributions to Certificateholders pursuant to Section 4.2 hereof and
for all other purposes whatsoever, and neither the Owner Trustee, the
Certificate Registrar nor any agent of any of them shall be affected by notice
to the contrary.


          
SECTION 12.4 Access to Names and Addresses.


          
(a) If any Certificateholder, the Depositor or an Administrator (each, in such
capacity, an "Applicant") applies in writing to the Owner Trustee, and such
application states that the Applicant desires to communicate with
Certificateholders with respect to their rights under this Agreement or the
Owner Trust Certificates and is accompanied by a copy of the communication which
such Applicant proposes to transmit, then the Owner Trustee shall, at the
expense of such Applicant, within ten Business Days after the receipt of such
application, furnish or cause to be furnished to such Applicant a list of the
names and addresses of the Certificateholders as set forth in the Certificate
Register.


          
(b) Every Certificateholder consents to the disclosure to any Applicant of its
identity and status as a Certificateholder and agrees with the Owner Trustee
that the Owner Trustee and the Certificate Registrar shall not be held
accountable in any way by reason of the disclosure of any information as to the
names and addresses of the Certificateholders hereunder, regardless of the
source from which such information was derived.


          
SECTION 12.5 Actions of Certificateholders and Others.


          
(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement to be given or taken by
Certificateholders or the Collateral Agent may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Certificateholders or the Collateral Agent in person or by agent duly appointed
in writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Owner
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Owner Trustee, if made in the manner provided in this
Section 12.5.


          
(b) The fact and date of the execution by any Certificateholder or the
Collateral Agent of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.


          
(c) Any request, demand, authorization, direction, notice, consent, waiver or
other action by a Certificateholder shall bind every transferee of every Owner
Trust Certificate issued upon the registration of transfer of such
Certificateholder's Owner Trust Certificate or in exchange therefor or in lieu
thereof, in respect of anything done, or omitted to be done, by the Owner
Trustee, in reliance thereon, whether or not notation of such action is made
upon such Owner Trust Certificate.


          
(d) The Owner Trustee may require such additional proof of any matter referred
to in this Section 12.5 as it shall deem reasonably necessary.


ARTICLE XIII


MISCELLANEOUS


          
SECTION 13.1 No Legal Title to Trust Estate in the
Certificateholders.


          
The Certificateholders shall not have legal title to any part of the Trust
Estate; provided, however, that the Certificateholders have a
beneficial interest in the Trust Estate (and initially shall have all right,
title and interest in and to the Owner Trust Certificates). No transfer by
operation of law or otherwise of any right, title or interest of the
Certificateholders in and to the Trust Estate or hereunder shall operate to
terminate this Agreement or the Trust or the trusts hereunder or entitle any
successor or transferee to an accounting or to the transfer to it of legal title
to any part of the Trust Estate.


          
SECTION 13.2 Reserved.


          
SECTION 13.3 Action by the Owner Trustee is Binding.


          
Any actions, directions, approvals or consents by the Owner Trustee so long as
such actions, directions, consents or approvals are made pursuant to the terms
of this Agreement shall bind the Certificateholders and shall be effective to
consent to action taken by the parties. No such party shall be required to
inquire as to the authorization, necessity, expediency or regularity of such
consent by the Owner Trustee.


          
SECTION 13.4 Limitation on Rights of Others.


          
Nothing in this Agreement, whether express or implied, shall be construed to
give to any Person, other than the Bank, the Owner Trustee, the Depositor and
the Certificateholders, any legal or equitable right, remedy or claim under or
in respect of this Agreement; provided, however, that the Collateral Agent shall
be a third-party beneficiary of this Agreement.


          
SECTION 13.5 Notices. All demands, notices and communications hereunder
shall be in writing, may be given by facsimile transmission, shall be deemed to
have been given upon receipt (except that notices being sent by first class
mail, postage prepaid, shall be deemed to be received five Business Days
following the mailing thereof) as follows: (i) in the case of the Owner Trustee,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration; (ii) in the case of the Depositor,
1000 Woodbury Road, Woodbury, New York 11797, Attention: General Counsel, Tel.
(516) 364-8500, Fax: (516) 364-9450; (iii) in the case of the Collateral Agent,
100 Wall Street, 16th Floor, New York, New York 10005, Attention: Ms.
Amy S. Roberts, Vice President, Tel. (212) 361-2893, Fax: (212) 809-5459; and
(iv) in the case of a Certificateholder, to that Person's name and address as
set forth from time to time in the Certificate Register; or as to each such
Person such other address and/or facsimile number as any of them shall specify
by written notice to the other parties.


          
SECTION 13.6 Severability.


          
To the extent permitted by law, any provision of this Agreement that may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


          
SECTION 13.7 Limitation on the Depositor's and the Certificateholder's
Respective Liability.


          
Neither the Depositor nor any Certificateholder shall have any liability for the
performance of this Agreement except as expressly set forth herein.


          
SECTION 13.8 Separate Counterparts.


          
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.


          
SECTION 13.9 Successors and Assigns.


          
All covenants and agreements contained herein shall be binding upon, and inure
to the benefit of, the Bank, the Owner Trustee and its successors and assigns,
the Certificateholders and the Depositor and its or their respective successors
and assigns, and the Collateral Agent, as third-party beneficiary, and its
successors all as herein provided. Any request, notice, direction, consent,
waiver or other instrument or action by the Depositor shall bind the successors
and assigns of the Depositor and any request, notice, direction, consent, waiver
or other instrument or action by a Certificateholder shall bind the successors
and assigns of such Certificateholder.


          
SECTION 13.10 Headings.


          
The headings of the various articles and sections herein are for convenience of
reference only and shall not define or limit any of the terms or provision
hereof.


          
SECTION 13.11 Governing Law.


          
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


          
SECTION 13.12 Administration of Trust.


          
The principal place of administration of the Trust shall be in the State of
Delaware.


          
SECTION 13.13 Performance by the Depositor or the Administrators.


          
Any obligation of the Owner Trustee hereunder or under any Operative Agreement
or other document contemplated herein may be performed by the Depositor or
either Administrator and any such performance shall not be construed as a
revocation of the trusts created hereby.


          
SECTION 13.14 No Implied Waiver.


          
No term or provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing entered into as provided
in Section 10.1 hereof; and any such waiver of the terms hereof shall be
effective only in the specific instance and for the specific purpose given.


          
SECTION 13.15 References.


          
The definitions in Article I shall apply equally to both the singular and plural
forms of the terms defined. "Include", "included", "includes" and "including"
shall be deemed to be followed by "without limitation". "Writing", "written" and
comparable terms refer to printing, typing, lithography or other means of
reproducing words in a visible form. Any agreement or instrument or any law,
rule or regulation of any Governmental Authority defined or referred to in
Article I means such agreement or instrument or such law, rule or regulation as
from time to time amended, modified or supplemented in accordance with the terms
thereof, including (in the case of agreements or instruments) by waiver or
consent and (in the case of such law, rule or regulation) by succession of any
comparable successor law, rule or regulation and includes (in the case of
agreements or instruments) references to all attachments thereto and instruments
incorporated therein. References to a Person are also to its successors and
permitted assigns. Any term defined above by reference to any agreement or
instrument or any law, rule or regulation of any Governmental Authority has such
meaning whether or not such agreement, instrument or law, rule or regulation is
in effect. "Agreement", "hereof", "herein", "hereto", "hereunder" and comparable
terms refer to this Agreement (including all exhibits and schedules hereto) and
not to any particular article, section, clause or other subdivision hereof or
attachment hereto. References to any gender include, unless the context
otherwise requires, references to all genders, and references to the singular
include, unless the context other requires, references to the plural and vice
versa. References in this Agreement to "Article", "Section", "Clause" or another
subdivision or to an attachment are, unless the context otherwise requires, to
an article, clause or subdivision of or attachment to this Agreement.


          
SECTION 13.16 Tax Matters.


          
(a) It is the intention of the parties hereto that, solely for income and
franchise tax purposes, the Trust, shall be treated as a partnership if, for
federal income tax purposes, the Trust is considered to have more than one
Certificateholder, or as a division of the Certificateholder that is ignored as
an entity separate from the Certificateholder if, for federal income tax
purposes, there is a single Certificateholder. The parties agree that, unless
otherwise required by appropriate tax authorities, the Trust will file or cause
to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Trust, as it relates to the assets
in the Trust and the Owner Trust Certificates, as a partnership or division of
the Certificateholder, as just described, for such tax purposes.


          
(b) Net income of the Trust for any month as determined for federal income tax
purposes (and each item of income, gain, loss, credit and deduction entering
into the computation thereof) shall be allocated to the Certificateholders, and
apportioned among the Certificateholders pro rata based upon their respective
Percentage Interests.


          
(c) In the Administration Agreement, the Administrators have agreed that they
shall (i) deliver (or cause to be delivered) to each Certificateholder, as may
be required by the Code and applicable Treasury Regulations, such information as
may be required (including Schedule K-1 to IRS Form 1065), if the Trust is
treated as a partnership for federal income tax purposes, to enable each
Certificateholder to prepare its federal and state income tax returns, (ii)
prepare or cause to be prepared, and file or cause to be filed, all tax returns
relating to the Trust (including a partnership information return, IRS Form
1065), if the Trust is treated as a partnership for federal income tax purposes,
and make such elections as may from time to time be required or appropriate
under any applicable state or federal statute or rule or regulation thereunder
so as to maintain the characterization of the Trust as a partnership or division
of a single Certificateholder, as the case may be, for federal income tax
purposes and (iii) prepare or cause to be prepared, and file or cause to be
filed, deliver or cause to be delivered any annual or other necessary returns,
reports or forms relating to the Owner Trust Certificates (including information
returns on IRS Form 1099). The Trust shall make all elections pursuant to this
Section as directed in writing by the Depositor or Administrators. The Owner
Trustee on behalf of the Trust shall sign all tax information returns relating
to the Owner Trust Certificates, if any, furnished to it in execution form by
the Depositor or Administrators and any other returns as may be required by law
and so furnished to it by and at the direction of the Depositor or the
Administrators, and in doing so shall be entitled to, and shall be fully
protected if it shall, rely entirely upon, and shall have no liability for,
information or calculations provided by the Depositor or the Administrators. All
tax returns shall be signed by the Depositor, and if the Depositor shall no
longer hold any Owner Trust Certificates, the Certificateholder holding of the
greatest amount of Percentage Interest, unless some other party is required by
law to sign such return (in which case such other party shall sign). If the
Trust is characterized as a partnership for federal income tax purposes the
Depositor, and if the Depositor shall no longer hold any Owner Trust
Certificates, the Certificateholder holding of the greatest amount of Percentage
Interest, shall be the "tax matters partner" of the Trust pursuant to the
Code.




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




	 	
DF SPECIAL HOLDINGS CORPORATION,

as Depositor







By:          
          
          
          
          
          
          

      Name:

      Title:









WILMINGTON TRUST COMPANY,

   in its individual capacity and as Owner Trustee






By:          
          
          
          
          
          
          

      Name:

      Title:







Agreed and Accepted with respect to

Article VII


DELTA FUNDING CORPORATION



By:          
          
          
          
          
          
          

      Name:

      Title:




SCHEDULE I


CERTIFICATE SCHEDULE OF UNDERLYING CERTIFICATES


	 	Underlying Certificate	Percentage Interest





EXHIBIT A



[FORM OF OWNER TRUST CERTIFICATE]



DELTA FUNDING RESIDUAL HOLDING TRUST 2000-1

OWNER TRUST CERTIFICATE



	Date of Deposit Trust Agreement:

                         December 22, 2000

                         

                         Depositor:  DF Special Holdings Corporation

                         

                         Owner Trust Certificate No. 1
                         	Percentage Interest in Trust Evidenced

by this Owner Trust Certificate:  100%



Closing Date: December 22, 2000



Owner Trustee:  Wilmington Trust Company



           THIS OWNER
TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR OBLIGATION OF, THE
DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER
PERSON. NEITHER THIS OWNER TRUST CERTIFICATE NOR THE UNDERLYING CERTIFICATES ARE
INSURED OR GUARANTEED, IN WHOLE OR IN PART, BY ANY GOVERNMENTAL ENTITY OR
INSTRUMENTALITY OR ANY PRIVATE INSURER OR GUARANTOR.


           THIS OWNER
TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 12.1 OF THE TRUST AGREEMENT (AS DEFINED HEREIN).


           NO TRANSFER
OF THIS OWNER TRUST CERTIFICATE TO (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH, A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR THE INTERNAL REVENUE
CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS OWNER TRUST CERTIFICATE OR INTEREST HEREIN ON BEHALF OF, OR WITH
ASSETS OF, A PLAN WILL BE REGISTERED.


           THIS OWNER
TRUST CERTIFICATE WILL NOT BE TRANSFERABLE TO ANY PERSON THAT IS NOT A "UNITED
STATES PERSON" AS DEFINED IN SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), IF SUCH PERSON IS EXEMPT FROM TAXATION UNDER
SECTION 501(a) OF THE CODE.


           This Owner
Trust Certificate is issued pursuant to, and in accordance with, the terms of a
Deposit Trust Agreement, dated as of December 22 2000 (the "Trust Agreement";
terms not otherwise defined herein shall have the meanings assigned to those
terms in the Trust Agreement), between DF Special Holdings Corporation, as
depositor (the "Depositor"), and Wilmington Trust Company, not in its individual
capacity but solely as owner trustee (the "Owner Trustee"), a summary of certain
of the pertinent provisions of which are set forth herein. This Owner Trust
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the holder of this
Owner Trust Certificate by virtue of the acceptance hereof assents and by which
such Certificateholder is bound. In the event of a conflict between the
provisions of this Owner Trust Certificate and those of the Trust Agreement, the
provisions of the Trust Agreement shall control.


           This certifies
that DF Special Holdings Corporation (the "Certificateholder") is the registered
owner of the Percentage Interest evidenced by this Owner Trust Certificate in
the trust established pursuant to the Trust Agreement and designated as Delta
Funding Residual Holding Trust 2000-1 (the "Trust"). The assets of the Trust
include the Underlying Certificates and the proceeds thereof.


           Except to the
extent of their execution and authentication, respectively, of the Owner Trust
Certificates, the Owner Trustee and the Certificate Registrar make no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of this Owner Trust Certificate, the Underlying
Certificates or the assets in which the Underlying Certificates evidence an
interest. The Owner Trustee has executed this Owner Trust Certificate in its
limited capacity as Owner Trustee under the Trust Agreement, and the Certificate
Registrar has authenticated this Owner Trust Certificate in its limited capacity
as Certificate Registrar under the Trust Agreement.


           Distributions on
the Owner Trust Certificates will be made with respect to the Underlying
Certificates on the payment date for each such Underlying Certificate. As more
fully described in the Trust Agreement, distributions allocable to the Owner
Trust Certificates may be made on each Payment Date up to the amount of
Certificateholder Funds for the related Payment Date and, to the extent not
previously paid, for all prior Payment Dates. As and to the extent described in
the Trust Agreement, distributions of Certificateholder Funds will be limited to
the amount available for such purpose in the Certificate Account.


           Pursuant to the
Trust Agreement, all payments made with respect to the Owner Trust Certificates
on any Payment Date shall be allocated pro rata among the Certificateholders
based upon their respective Percentage Interests. Payments to the
Certificateholders on each Payment Date will be made to the Certificateholders
of record on the related Record Date. Payments to any Certificateholder on any
Payment Date shall be made by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Owner Trustee in writing of its wiring instructions at least five
Business Days prior to the related Record Date, or otherwise by check mailed by
first class mail to the address of such Certificateholder appearing in the
Certificate Register. Final payment on each Owner Trust Certificate will be made
in like manner, but only upon presentment and surrender of such Owner Trust
Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final payment.


           This Owner Trust
Certificate does not purport to summarize the Trust Agreement and reference is
made to the Trust Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby and the rights, duties and
immunities of the Owner Trustee.


           No transfer,
sale, pledge or other disposition of this Owner Trust Certificate or interest
herein shall be made unless that transfer, sale, pledge or the disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. Neither the Trust nor
any trust fund in which an Underlying Certificate evidences a beneficial
ownership interest has been registered as an investment company under the
Investment Company Act, and no transfer of an Owner Trust Certificate may be
made (i) to any Person other than a QIB, the Collateral Agent or an Affiliate of
the Depositor or (ii) to any Person that would require the Trust or any such
trust fund to be registered as an investment company under the Investment
Company Act. If such transfer is to be made to any Person who to the knowledge
of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the
Depositor, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) either (x) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Trust Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Trust Agreement or (y) an Opinion of
Counsel to the effect that such transfer is not required to be registered under
the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the
Certificate Registrar is obligated to register or qualify this Owner Trust
Certificate under the Securities Act or any other securities laws or to take any
action not otherwise required under the Trust Agreement to permit the transfer
of this Owner Trust Certificate or interest herein without registration or
qualification. Any Certificateholder desiring to effect a transfer of this Owner
Trust Certificate or an interest herein shall, and does hereby agree to,
indemnify the Issuer, the Depositor, the Administrator, the Owner Trustee, the
Indenture Trustee and the Certificate Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


           No transfer of
this Owner Trust Certificate or any interest herein shall be made (A) to any
employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including, without limitation, insurance company general accounts,
that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who
is directly or indirectly purchasing this Owner Trust Certificate or interest
herein on behalf of, or with assets of, a Plan.


           No transfer of
this Owner Trust Certificate shall be made to any Person that is not a "United
States person" as defined in Section 7701(a)(30) of the Code if such Person is
exempt from taxation under Section 501(a) of the Code.


           Prior to
transfer of this Owner Trust Certificate in accordance with the foregoing and
the Trust Agreement, the Owner Trustee and the Certificate Registrar and any
agent of any of them may treat the Person in whose name this Owner Trust
Certificate is registered as the owner hereof for the purpose of receiving
distributions to Certificateholders pursuant to the Trust Agreement and for all
other purposes whatsoever, and neither the Owner Trustee, the Certificate
Registrar nor any agent of any of them shall be affected by notice to the
contrary.


           As provided in
the Trust Agreement and subject to certain limitations herein and therein set
forth, this Owner Trust Certificate is exchangeable for other Owner Trust
Certificates in authorized denominations representing a like aggregate
Percentage Interest, as requested by the Certificateholder surrendering the
same.


           No service
charge will be made to a Certificateholder for any such registration of transfer
or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge or reasonable expenses
payable in connection therewith.


           The Trust
Agreement permits, with certain exceptions therein provided, the amendment of
the Trust Agreement and the modification of the rights of the Certificateholders
at any time by the Owner Trustee with the consent of the Collateral Agent and
Certificateholders owning a majority of the Percentage Interests (except as
provided in the Trust Agreement). Any consent by the Certificateholder of this
Owner Trust Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Owner Trust Certificate.


           Unless the
Certificate of Authentication on this Owner Trust Certificate has been executed
by or on behalf of the Certificate Registrar, by manual signature, this Owner
Trust Certificate shall not be entitled to any benefit under the Trust Agreement
or be valid for any purpose.









           IN
WITNESS WHEREOF, the Owner Trustee has caused this Owner Trust Certificate to be
duly executed.


	 	DELTA FUNDING RESIDUAL HOLDING TRUST

    2000-1



             
       By: WILMINGTON TRUST COMPANY,

             
             
not in its individual capacity

             
             
 but solely as Owner Trustee





                
            
By:            
            
             
             

             
             
              
Authorized Officer






 CERTIFICATE OF AUTHENTICATION


           This is one of
the Owner Trust Certificates referred to in the within-referenced Trust
Agreement.


Dated: ___________



	 	
            
       WILMINGTON TRUST COMPANY,

             
             
not in its individual capacity

             
             
 but solely as Certificate Registrar





                
            
By:            
            
             
             

             
             
              
Authorized Officer





ASSIGNMENT


FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
assign(s) and transfer(s) unto
_____________________________________________________________________________________________________
_________________________________________________________________________[Please
print or typewrite name(s) and address(es), including postal zip code of
assignee(s)] ("Assignee(s)") that portion of the interest in the Trust
represented by the within Owner Trust Certificate set forth below and hereby
authorize(s) the transfer and registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust. 


I (we) further direct the Certificate Registrar to issue a new Owner Trust
Certificate for that portion of the interest in the Trust represented by the
within Owner Trust Certificate set forth below to the above-named Assignee(s)
and deliver such Owner Trust Certificate to the following address:
____________________________________________________________________________________________________
_______________________________________________; to issue a new Owner Trust
Certificate for the remainder of the interest in the Trust represented by the
within Owner Trust Certificate to the Assignor(s) and deliver such Owner Trust
Certificate to the following address:
_____________________________________________________________________________________________________
________________________________________________________; and to cancel the
within Owner Trust Certificate. 


	Date:      
             
              
               
       









Percentage Interest

Transferred:          
             
               
        
   

	            
             
             
             
             
             


Signature by or on behalf of Assignor(s)










            
             
             
             
             
             

Taxpayer Identification Number







 EXHIBIT B-1


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFERS OF THE OWNER TRUST CERTIFICATES


         
            
             
       [Date]


Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention:  Corporate Trust Administration


		Re:	Delta Funding Residual Holding Trust 2000-1, Owner Trust Certificates

(the "Owner Trust Certificates")     
              
              
               
                 





Ladies and Gentlemen:


           This letter is
delivered to you in connection with the sale by ____________________ (the
"Transferor") to ________________ (the "Transferee") of the Owner Trust
Certificates representing a ____% Percentage Interest (the "Transferred Owner
Trust Certificates"). The Owner Trust Certificates, including the Transferred
Owner Trust Certificates, were issued pursuant to the Deposit Trust Agreement,
dated as of ______, 2000 (the "Agreement"), between DF Special Holdings
Corporation, as depositor (the "Depositor"), and Wilmington Trust Company, as
owner trustee (the "Owner Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Depositor, the Owner Trustee
and the Transferee, that:


	 	          
1. The Transferor is the lawful owner of the Transferred Owner Trust
Certificates with the full right to transfer such Owner Trust Certificates free
from any and all claims and encumbrances whatsoever.



           2. Neither the
Transferor nor anyone acting on its behalf has (a) offered, transferred,
pledged, sold or otherwise disposed of any Owner Trust Certificate, any interest
in any Owner Trust Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of any Owner Trust Certificate, any interest in any Owner Trust
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Owner Trust Certificate,
any interest in any Owner Trust Certificate or any other similar security with
any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the
case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of any Owner Trust Certificate under the Securities
Act of 1933, as amended (the "Securities Act"), or would render the disposition
of any Owner Trust Certificate a violation of Section 5 of the Securities Act or
any state securities laws, or would require registration or qualification of any
Owner Trust Certificate pursuant to the Securities Act or any state securities
laws.



          3. The Transferor
and any person acting on behalf of the Transferor in this matter reasonably
believe that the Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act (a "Qualified
Institutional Buyer") purchasing for its own account or for the account of a
Qualified Institutional Buyer. In determining whether the Transferee is a
Qualified Institutional Buyer, the Transferor and any person acting on behalf of
the Transferor in this matter have relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):







	 	_____	
(a) The Transferee's most recent publicly available financial statements,
which statements present the information as of a date within 16 months preceding
the date of sale of the Transferred Owner Trust Certificate in the case of a
U.S. purchaser and within 18 months preceding such date of sale for a foreign
purchaser; or





	 	_____	(b) The most recent publicly available information appearing in
documents filed by the Transferee with the Securities and Exchange Commission or
another United States federal, state, or local governmental agency or
self-regulatory organization, or with a foreign governmental agency or
self-regulatory organization, which information is as of a date within 16 months
preceding the date of sale of the Transferred Owner Trust Certificate in the
case of a U.S. purchaser and within 18 months preceding such date of sale for a
foreign purchaser; or





	 	_____	
(c) The most recent publicly available information appearing in a recognized
securities manual, which information is as of a date within 16 months preceding
the date of sale of the Transferred Owner Trust Certificate in the case of a
U.S. purchaser and within 18 months preceding such date of sale for a foreign
purchaser; or





	 	_____	
(d) A certification by the chief financial officer, a person fulfilling an
equivalent function, or other executive officer of the Transferee, specifying
the amount of securities owned and invested on a discretionary basis by the
Transferee as of a specific date on or since the close of the Transferee's
most recent fiscal year, or, in the case of a Transferee that is a member of a
"family of investment companies", as that term is defined in Rule
144A, a certification by an executive officer of the investment adviser
specifying the amount of securities owned by the "family of investment
companies" as of a specific date on or since the close of the
Transferee's most recent fiscal year.





	 	          
4. The Transferor and any person acting on behalf of the Transferor understand
that in determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity for purposes of establishing whether such
entity is a Qualified Institutional Buyer:





	 	 	(a)
the following instruments and interests shall be excluded: securities of issuers
that are affiliated with the Transferee; securities that are part of an unsold
allotment to or subscription by the Transferee, if the Transferee is a dealer;
securities of issuers that are part of the Transferee's "family of
investment companies", if the Transferee is a registered investment
company; bank deposit notes and certificates of deposit; loan participations;
repurchase agreements; securities owned but subject to a repurchase agreement;
and currency, interest rate and commodity swaps;





	 	(b)
the aggregate value of the securities shall be the cost of such securities,
except where the entity reports its securities holdings in its financial
statements on the basis of their market value, and no current information with
respect to the cost of those securities has been published, in which case the
securities may be valued at market;





	 	(c)
securities owned by subsidiaries of the entity that are consolidated with the
entity in its financial statements prepared in accordance with generally
accepted accounting principles may be included if the investments of such
subsidiaries are managed under the direction of the entity, except that, unless
the entity is a reporting company under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, securities owned by such subsidiaries may not
be included if the entity itself is a majority-owned subsidiary that would be
included in the consolidated financial statements of another enterprise.




	 	          
5. The Transferor or a person acting on its behalf has taken reasonable steps to
ensure that the Transferee is aware that the Transferor is relying on the
exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.



           6. The Transferor
or a person acting on its behalf has furnished, or caused to be furnished, to
the Transferee all information regarding (a) the Transferred Owner Trust
Certificates and payments thereon, (b) the Notes and payments thereon, (c) the
nature and performance of the Underlying Certificates and (d) the Indenture, the
Agreement and the Trust Estate, that the Transferee has requested.





		Very truly yours,



               
              
              

(Transferor)



By:             
              
              

Name:             
              
         

Title:             
             
             







 EXHIBIT B-2


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF THE OWNER TRUST CERTIFICATES


           
              
 [Date]


Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention:  Corporate Trust Administration


	 	Re:	Delta Funding Residual Holding Trust 2000-1, Owner Trust Certificates

 (the "Owner Trust Certificates")       
              
              
              
               
     






Ladies and Gentlemen:


          
____________________ (the "Transferee") intends to purchase from
___________________ (the "Transferor") the Owner Trust Certificates representing
a ____% Percentage Interest (the "Transferred Owner Trust Certificates"). The
Owner Trust Certificates, including the Transferred Owner Trust Certificates,
were issued pursuant to the Deposit Trust Agreement, dated as of _______, 2000
(the "Agreement"), between DF Special Holdings Corporation, as depositor (the
"Depositor"), and Wilmington Trust Company as owner trustee (the "Owner
Trustee"). All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement. The Transferee hereby certifies,
represents and warrants to you, as Certificate Registrar, and for the benefit of
the Depositor, the Owner Trustee and the Transferor, that:


           1.
     The Transferee is a "qualified institutional
buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the "Securities
Act"), and has completed one of the forms of certification to that effect
attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to
it of the Transferred Owner Trust Certificates is being made in reliance on Rule
144A. The Transferee is acquiring the Transferred Owner Trust Certificates for
its own account or for the account of a Qualified Institutional Buyer, and
understands that such Transferred Owner Trust Certificates may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.


           2.      The
Transferee has been furnished with all information regarding (a) the Transferred
Owner Trust Certificates and payments thereon, (b) the nature and performance of
the Underlying Certificates and the Home Equity Loans, (c) the Indenture, (d)
the Agreement and (e) any credit enhancement mechanism associated with the
Transferred Owner Trust Certificates, that it has requested.


           3.      The
Transferee represents that it is not any employee benefit plan (a "Plan")
subject to the Employee Retirement Income Security Act of 1974, as amended, or
the Internal Revenue Code of 1986, as amended (the "Code"), or a Person acting,
directly or indirectly, on behalf of, or with the assets of, a Plan.


           4.      The
Transferee represents that it not a "United States person" as defined in Section
7701(a)(30) of the Code which is exempt from taxation under Section 501(a) of
the Code.


           5.      The
Transferee agrees to be bound by the terms of the Agreement.


		Very truly yours,



               
              
              

(Transferee)



By:             
              
              

Name:             
              
         

Title:             
             
             












 ANNEX 1 TO EXHIBIT B-2



 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



 [For Transferees Other Than Registered Investment Companies]


           The undersigned
hereby certifies as follows to [name of Transferor] (the "Transferor") and [name
of Certificate Registrar], as Certificate Registrar, with respect to the Owner
Trust Certificates being transferred (the "Transferred Owner Trust
Certificates") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:


           1. As indicated
below, the undersigned is the chief financial officer, a person fulfilling an
equivalent function, or other executive officer of the entity purchasing the
Transferred Owner Trust Certificates (the "Transferee").


           2. The
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because (i) the
Transferee owned and/or invested on a discretionary basis
$______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.



		a.	
amount owned and/or invested on a discretionary basis in securities is greater
than $100 million and the undersigned is one of the following entities:






		(1)	___	
an insurance company as defined in Section 2(13) of the Act; or






		(2)	___	
an investment company registered under the Investment Company Act or any
business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940; or






		(3)	___	
a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; or







		(4)	___	
a plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, the laws of which permit the purchase of securities of this type,
for the benefit of its employees and (ii) the governing investment guidelines of
which permit the purchase of securities of this type; or





		(5)	___	
a business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940; or





		(6)	___	
a corporation (other than a U.S. bank, savings and loan association or
equivalent foreign institution), partnership, Massachusetts or similar business
trust, or an organization described in Section 501(c)(3) of the Internal Revenue
Code; or





		(7)	___	
a U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated in its
latest annual financial statements; or





		(8)	___	
an investment adviser registered under the Investment Advisers Act; or





		b.	____	
amount owned and/or invested on a discretionary basis in securities is greater
than $10 million, and the undersigned is a broker-dealer registered with the
SEC; or





		c.	____	
amount owned and/or invested on a discretionary basis in securities is less than
$10 million, and the undersigned is a broker-dealer registered with the SEC and
will only purchase Rule 144A securities in transactions in which it acts as a
riskless principal (as defined in Rule 144A); or






		d.	____	
amount owned and/or invested on a discretionary basis in securities is less
than $100 million, and the undersigned is an investment company registered under
the Investment Company Act of 1940, which, together with one or more registered
investment companies having the same or an affiliated investment adviser, owns
at least $100 million of securities; or






		e.	____	
amount owned and/or invested on a discretionary basis in securities is less than
$100 million, and the undersigned is an entity, all the equity owners of which
are qualified institutional buyers.





           3.
     The term "securities" as used herein
does not include (i) securities of issuers that are affiliated with the
Transferee, (ii) securities that are part of an unsold allotment to or
subscription by the Transferee, if the Transferee is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, the Transferee did not include any of the
securities referred to in this paragraph.


            4.
      For purposes of determining the aggregate amount
of securities owned and/or invested on a discretionary basis by the Transferee,
the Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost
of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


           5.
      The Transferee acknowledges that it is familiar
with Rule 144A and understands that the Transferor and other parties related to
the Transferred Owner Trust Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the Transferee may be
in reliance on Rule 144A.


		 ___

                         Yes	 ___

                         No 	
Will the Transferee be purchasing the Transferred Owner Trust

Certificates only for the Transferee's own account?







           6.
      If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.


           7.
      The Transferee will notify each of the parties to
which this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Transferee's purchase of the
Transferred Owner Trust Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Transferee is
a bank or savings and loan as provided above, the Transferee agrees that it will
furnish to such parties any updated annual financial statements that become
available on or before the date of such purchase, promptly after they become
available.


		             
              
              
              

Print Name of Transferee




By:             
              
              

    Name:

     Title:

     Date:









 ANNEX 2 TO EXHIBIT B-2




QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 [for Transferees that are Registered Investment Companies]



           The undersigned
hereby certifies as follows to [name of Transferor] (the "Transferor") and [name
of Certificate Registrar], as Certificate Registrar, with respect to the Owner
Trust Certificates being transferred (the "Transferred Owner Trust
Certificates") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:


           1.
     As indicated below, the undersigned is the chief
financial officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").


            2.
      The Transferee is a "qualified institutional
buyer" as defined in Rule 144A because (i) the Transferee is an investment
company registered under the Investment Company Act of 1940, as amended, and
(ii) as marked below, the Transferee alone owned and/or invested on a
discretionary basis, or the Transferee's Family of Investment Companies owned,
at least $100,000,000 in securities (other than the excluded securities referred
to below) as of the end of the Transferee's most recent fiscal year. For
purposes of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.


	_____	
The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded securities referred
to below) as of the end of the Transferee's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).








	_____	
The Transferee is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).






          3.     
The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


          4.     
The term "securities" as used herein does not include (i) securities of issuers
that are affiliated with the Transferee or are part of the Transferee's Family
of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, or owned by the
Transferee's Family of Investment Companies, the securities referred to in this
paragraph were excluded.


          5.     
The Transferee is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will continue to rely on
the statements made herein because one or more sales to the Transferee will be
in reliance on Rule 144A.

		 ___

                         Yes	 ___

                         No 	
Will the Transferee be purchasing

the Transferred Owner Trust Certificates

only for the Transferee's own account?







           6.
     If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.


           7.
      The undersigned will notify the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred Owner
Trust Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.


		             
              
             
              
              
              
              
              

Print Name of Transferee or Adviser





By:             
              
              
              
              

Name:         
              
              
              
              

Title:        
             
              
              
              

Date:          
             
              
              
              







IF AN ADVISER:



             
              
              
              

Print Name of Transferee



Date:             
              
              
              












 EXHIBIT C


[FORM OF CERTIFICATE OF TRUST]


 CERTIFICATE OF TRUST OF

DELTA FUNDING RESIDUAL HOLDING TRUST 2000-1


           This Certificate
of Trust of Delta Funding Residual Holding Trust 2000-1 (the "Trust") is being
duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. Code,ss.3801 et seq.) (the "Act").


           1. Name. The
name of the business trust formed hereby is Delta Funding Residual Holding Trust
2000-1.


           2. Delaware
Trustee. The name and business address of the trustee of the Trust in the State
of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.


           3. Effective
Date. This Certificate of Trust shall be effective on ___________, 2000.



           IN WITNESS
WHEREOF, the undersigned has executed this Certificate of Trust in accordance
with Section 3811(a)(1) of the Act.


	 	WILMINGTON TRUST COMPANY, not in its

individual capacity but solely as Owner Trustee of

the Trust.





By:             
              
              
              

     Name:

     Title:











 EXHIBIT D


COMPLIANCE CERTIFICATE


           DF Special
Holdings Corporation, as depositor under the Deposit Trust Agreement, dated as
of __________, 2000 (the "Trust Agreement") relating to Delta Funding Residual
Holding Trust 2000-1 (the "Trust"), hereby certifies, represents and warrants to
[Wilmington Trust Company, as Owner Trustee,] that as of ________, 200_:


	 	1.	
The Collateral Test is satisfied, as is evidenced more fully by the summary of
valuation of the Trust Account Property on deposit in the Trust Account for each
of the Trust and Delta Funding Residual Holding Trust 2000-2, as set forth more
fully on the form of valuation report which was prepared in accordance with the
requirements of Section 4.17 of the Indenture dated as of _____, 2000 (the
"Indenture") attached hereto as Exhibit D-1.





	 	2.	
The requirements of Sections 4.17, 4.19 and 4.27 of the Indenture are satisfied
as to each applicable Underlying Agreement for Senior Residual Receivables and
Residual Receivables (as those terms are defined in the Indenture) included in
the Trust Account Property.





	 	3.	
No Default or Event of Default under the Indenture has occurred and is
continuing.





	 	4.	
A true copy of this Compliance Certificate has been delivered to the Collateral
Agent.




Capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Trust Agreement. 


            IN WITNESS
WHEREOF, the undersigned has duly executed this Certificate on the ____ day of
__________, 200_.



		
DF SPECIAL HOLDINGS CORPORATION.





By:             
              
               
               

     Name:

      Title:










 EXHIBIT D-1




VALUATION REPORT


Trust name:  ______________________________________


Unpaid Principal Balance of Mortgage Loans at __________________:      $_________________


Weighted Average Coupon at _________________:        _________%


Prepayment assumptions:  _______________________


Default assumptions:  ______________________


Discount Rate:  Senior Residual Receivables are valued using a discount rate of 12% and all other Residual
Receivables are valued using a discount rate of 18%.


Value at ______________:   $_________________







 EXHIBIT E


RELEASE CERTIFICATION


           DF Special
Holdings Corporation, as depositor under the Deposit Trust Agreement, dated as
of __________, 2000 (the "Trust Agreement") relating to Delta Funding Residual
Holding Trust 2000-1 (the "Trust") hereby certifies, represents and warrants to
[Wilmington Trust Company, as Owner Trustee,] as follows:


           1.
     The Depositor hereby requests the release of the
following (complete one):


		(a)	$_________ from the Cash Collateral Account






		(b)	
the _________ Underlying Certificates identified on the attached Schedule 1.







           2.     
Simultaneously with the requested release, the Depositor is delivering the cash
and/or Underlying Certificates, if any, identified on schedule 2 together with,
if applicable, all documents required of a transferor to obtain a new Underlying
Certificate registered in the name of the Trust.


          
3.      If the release relates to Underlying
Certificates, delivered herewith are all documents required to be furnished by
the Trust under the related Underlying Agreement.


          
4.       Upon and after giving effect to the release
specified in Paragraph 1 and the delivery, if any, specified in schedule 2.



		(a)	
The Collateral Test is satisfied, as is evidenced more fully by the summary of
valuation of the Trust Account Property on deposit in the Trust Account for each
of the Trust and Delta Funding Residual Holding Trust 2000-2, as set forth more
fully on the form of valuation report which was prepared in accordance with the
requirements of Section 4.17 of the Indenture dated as of ______, 2000 (the
"Indenture") attached hereto as Exhibit D-1.






		(b)	
The requirements of Sections 4.17, 4.19 and 4.27 of the Indenture are satisfied
as to each applicable Underlying Agreement for Senior Residual Receivables and
Residual Receivables (as those terms are defined in the Indenture) included in
the Trust Account Property.





		(c)	
No Default or Event of Default under the Indenture has occurred or is
continuing.





		(d)	
A true copy of this Release Certification has been delivered to the Collateral
Agent.






Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Trust
Agreement.


           IN WITNESS
WHEREOF, the undersigned has duly executed this certification as of __________,
200_.


		
DF SPECIAL HOLDINGS CORPORATION





By:            
             
             
             
             

     Name:

     Title:










 Schedule 1



Released Certificates


		Issuer	Series	Class	Percentage Interest









 Schedule 2


Deposits

(complete as applicable)



1.      $___________________ for deposit in the Cash
Collateral Account.


2.      Underlying Certificates


		Issuer	Series	Class	Percentage Interest