Delta Funding Residual Liquidating Trust Sample Contracts

TRUST AGREEMENT
Trust Agreement • May 4th, 2001 • Delta Funding Residual Liquidating Trust • Loan brokers • Delaware

TRUST AGREEMENT, dated as of May 1, 2001, between Delta Financial Corporation, a Delaware corporation, as Sponsor (the “Sponsor”), and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Trustee (the “Trustee”). The Sponsor and the Trustee hereby agree as follows:

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 4th, 2001 • Delta Funding Residual Liquidating Trust • Loan brokers • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of February __, 2001, among Delta Financial Corporation, a Delaware corporation (the "Company"), as issuer, 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, Delta Funding Residual Holding Trust 2000-1, a Delaware trust, Delta Funding Residual Holding Trust 2000-2, a Delaware trust (collectively, the "Subsidiary Guarantors") and U.S. Bank Trust National Association, a national banking association incorporated under the laws of the United States, as trustee (the "Trustee") under the Indenture referred to below.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 4th, 2001 • Delta Funding Residual Liquidating Trust • Loan brokers • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of January 11, 2001, among Delta Financial Corporation, a Delaware corporation (the "Company"), as issuer, 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, Delta Funding Residual Holding Trust 2000-1, a Delaware trust, Delta Funding Residual Holding Trust 2000-2, a Delaware trust (collectively, the "Subsidiary Guarantors") and U.S. Bank Trust National Association, a national banking association incorporated under the laws of the United States, as trustee (the "Trustee") under the Indenture referred to below.

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