Exhibit 4.7
FIRST SUPPLEMENTAL INDENTURE
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, XXX Xxxxxxxxx xx
Xxxxxx Xxxxxxx, xx Xxxxxxx, Xxxxxx 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.
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
previously entered into an Indenture dated as of December 21, 2000 (the
"Indenture") relating to the Company's 9 1/2% Senior Secured Notes Due 2004 (the
"Notes");
WHEREAS, Section 9.2 of the Indenture provides that the Company, the
Subsidiary Guarantors and the Trustee may, with the written consent of the
holders of at least a majority in principal amount of the outstanding Notes,
amend or supplement the Indenture as provided herein;
WHEREAS, the holders of a majority in principal amount of the outstanding
Notes have consented to this First Supplemental Indenture and agreed to amend
the Indenture as set forth herein; and
WHEREAS, all acts and things prescribed by law and by the Company's and the
Subsidiary Guarantors' Certificates of Incorporation and By-laws (each as now in
effect) necessary to make this First Supplemental Indenture a valid instrument
legally binding on the Company and the Subsidiary Guarantors for the purposes
herein expressed, in accordance with its terms, have been duly done and
performed.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Subsidiary Guarantors and the Trustee hereby agree for the benefit
of each other and the equal and ratable benefit of the holders of the Notes as
follows:
1. AMENDMENTS.
A. The paragraph included in Section 4.11 of the Indenture is hereby
amended by adding the following at the end thereof:
"Notwithstanding any provision in this Indenture to the contrary, the entry
from time to time by the Company or one or more of the Subsidiary
Guarantors with Ocwen Federal Bank, FSB, or its affiliates, successors or
assigns (the "Sub-Servicer") into one or more sub-servicing agreements
pursuant to which the Sub-Servicer will act as servicer of Receivables and
which will be terminable at the election of the Company or a Subsidiary
Guarantors for any reason (with payment of specified fees and penalties) on
not more than 90 days' prior written notice shall not be deemed a breach of
this Section 4.11 or any other provision of this Indenture."
B. The third paragraph included in Section 4.17 of the Indenture is hereby
amended by adding the following at the end thereof:
"The term `special purpose vehicle' as used herein means a direct wholly
owned subsidiary of Delta Funding or DF Special Holdings, as the case may
be, which is not a Restricted Subsidiary and which has no liabilities other
than liabilities incurred in connection with Securitizations."
C. Section 4.17 of the Indenture is hereby amended by adding the following
paragraph after the third paragraph thereof:
"For purposes of this Section 4.17, in order for a Residual Receivable
deposited into the Residual Collateral Trusts to be counted towards the
Minimum Residual Amount and/or Minimum Senior Residual Amount, there must
be on file with the Delaware Secretary of State, New York Secretary of
State and Nassau County, New York (and each other county or jurisdiction
where DF Special Holdings or Delta Funding as the case may be is
incorporated, has a place of business or a chief executive office), in each
case in the office for filing Uniform Commercial Code ("UCC") financing
statements, a UCC-1, executed by DF Special Holdings in the case of
Residual Receivables on deposit in the 2000-1 Trust, or executed by Delta
Funding, in the case of Residual Receivables on deposit in the 2000-2
Trust, in the form attached hereto as Exhibit 4.17(a) in the case of
Residual Receivables on deposit in the 2000-1 Trust or in the form attached
hereto as 4.17(b), in the case of Residual Receivables on deposit in the
2000-2 Trust, attached to which as Schedule I thereto is the Certificate
Schedule or the amended Certificate Schedule required to be delivered to
the Owner Trustee pursuant to Section 4.1 of the 2000-1 Trust Agreement or
2000-2 Trust Agreement, as the case may be, which Certificate Schedule or
the amended Certificate Schedule lists the asset back certificates or
underlying certificates which constitute such Residual Receivable."
D. The paragraph included in Section 4.23 of the Indenture is hereby
deleted in its entirety and replaced by the following:
"The Company and the Subsidiary Guarantors, on a consolidated basis, will
not, at any time, permit their consolidated Tangible Net Worth to be less
than the greater of (A) $45,000,000 and (B) the Tangible Net Worth
requirement (if any) set forth in the then-effective Warehouse Facilities."
E. Section 9.01 of the Indenture is hereby amended by adding the following
paragraph after the third paragraph thereof:
"Notwithstanding any provision in this Indenture to the contrary, Delta may
without notice to or the consent of any Holder (i) amend or supplement one
or more of the Back-Up Servicing Agreements to provide for the replacement
of the Back-Up Servicer then in place with the Sub-Servicer or another
nationally recognized servicer and/or (ii) enter into one or more Back-Up
Servicing Agreements with the Sub-Servicer acting as servicer."
2. EFFECTIVENESS. This First Supplemental Indenture shall be effective as
of the date hereof.
3. CONSTRUCTION. For all purposes of this First Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
First Supplemental Indenture refer to this First Supplemental Indenture as a
whole and not to any particular Section hereof.
4. TRUSTEE ACCEPTANCE. The Trustee accepts the amendment of the Indenture
effected by this First Supplemental Indenture and agrees to execute the trust
created by the Indenture, as hereby amended, but only upon the terms and
conditions set forth in the Indenture, as hereby amended, including the terms
and provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture, as hereby amended. Without limiting the generality of the foregoing,
the Trustee has no responsibility for the correctness of the recitals of fact
herein contained which shall be taken as the statements of the Company and makes
no representations as to the validity, enforceability against the Company, or
sufficiently of this First Supplemental Indenture.
5. INDEMNIFICATION OF TRUSTEE. The Company shall indemnify the Trustee
against any and all losses, liabilities or expenses, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee)
incurred by the Trustee arising out of or resulting from the execution of this
First Supplemental Indenture, including the costs and expenses of enforcing this
First Supplemental Indenture against the Company (including this Section 5) and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to the Trustee's negligence,
bad faith or willful misconduct.
6. OWNER TRUSTEE. It is expressly understood and agreed by the parties that
(a) this First Supplemental Indenture is executed and delivered by Wilmington
Trust Company, not individually or personally, but solely as Owner Trustee, in
the exercise of the powers and authority conferred and vested in it, pursuant to
the 2000-1 Trust Agreement and the 2000-2 Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Trusts is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
for binding only the Trusts, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
person claiming by, through or under the parties hereto, and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Trusts or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trusts under this First Supplemental Indenture or any other
related documents.
7. INDENTURE RATIFIED. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.
8. HOLDERS BOUND. This First Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of the Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
9. SUCCESSORS AND ASSIGNS. This First Supplemental Indenture shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
10. COUNTERPARTS. This First Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
11. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
IN WITNESS WHEREOF, the Company, the Subsidiary Guarantors and the Trustee
have caused this First Supplemental Indenture to be signed and executed as of
the day and year first above written.
DELTA FINANCIAL CORPORATION
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DELTA FUNDING CORPORATION
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DF SPECIAL HOLDINGS CORPORATION
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
FIDELITY MORTGAGE INC.
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DFC FINANCIAL CORPORATION
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DFC FINANCIAL OF CANADA LIMITED
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DFC FUNDING OF CANADA LIMITED
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
CONTINENTAL PROPERTY MANAGEMENT CORP.
By: ___________________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
DELTA FUNDING RESIDUAL HOLDING
TRUST 2000-1
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as
Owner Trustee
By: ___________________________________
Name:
Title:
DELTA FUNDING RESIDUAL HOLDING
TRUST 2000-2
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as
Owner Trustee
By: ___________________________________
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION,
Indenture Trustee
By: ___________________________________
Name:
Title:
FORM OF EXHIBIT 4.17(A)
DF SPECIAL HOLDINGS CORPORATION
AS DEBTOR
AND
WILMINGTON TRUST COMPANY , AS OWNER TRUSTEE, AS
SECURED PARTY
Wilmington Trust Company is Owner Trustee under the Deposit Trust
Agreement, dated as of December 22, 2000, between DF Special Holdings
Corporation, as Depositor, and Wilmington Trust Company, as Owner Trustee,
relating to Delta Funding Residual Holding Trust 2000-1. There has been assigned
to or are being held by Wilmington Trust Company as Owner Trustee all of the
asset-backed certificates and/or owner trust certificates (the "Underlying
Certificates") now or hereafter held as part of the Trust Estate as set forth in
the Certificate Schedule maintained with the Owner Trustee, including without
limitation all amounts payable to, and all rights of, the holder of the
Underlying Certificates under the pooling and service agreements and/or trust
agreements pursuant to which the Underlying Certificates were issued, and all
other assets, instruments, money, negotiable documents, chattel paper,
securities, investment property and financial assets at any time comprising part
of the Trust Estate, whether now existing or hereafter created or acquired and
the proceeds thereof. A list of all Underlying Certificates currently held as
part of the Trust Estate are set forth on Schedule I hereto.
SCHEDULE I TO EXHIBIT 4.17(A)
1. Delta Funding Home Equity Loan Trust 1997-1, Home Equity Loan Asset-Backed
Certificates, Series 1997-1, Class R-1-1, representing a 99.999999%
percentage interest in such class.
2. Delta Funding Home Equity Loan Trust 1997-1, Home Equity Loan Asset-Backed
Certificates, Series 1997-1, Class R-2, representing a 99.999999%
percentage interest in such class.
3. Delta Funding Home Equity Loan Trust 1997-2, Home Equity Loan Asset-Backed
Certificates, Series 1997-2, Class R-1, representing a 99.999999%
percentage interest in such class.
4. Delta Funding Home Equity Loan Trust 1997-2, Home Equity Loan Asset-Backed
Certificates, Series 1997-2, Class R-2, representing a 99.999999%
percentage interest in such class.
9. Delta Funding Home Equity Loan Trust 1997-3, Home Equity Loan Asset-Backed
Certificates, Series 1997-3, Class R-1, representing a 0.000001% percentage
interest in such class.
10. Delta Funding Home Equity Loan Trust 1997-3, Home Equity Loan Asset-Backed
Certificates, Series 1997-3, Class R-2, representing a 0.000001% percentage
interest in such class.
11. Delta Funding Home Equity Loan Trust 1997-4, Home Equity Loan Asset-Backed
Certificates, Series 1997-4, Class R-1, representing a 99.999999%
percentage interest in such class.
12. Delta Funding Home Equity Loan Trust 1997-4, Home Equity Loan Asset-Backed
Certificates, Series 1997-4, Class R-2, representing a 99.999999%
percentage interest in such class.
13. Delta Funding Home Equity Loan Trust 1998-2, Home Equity Loan Asset-Backed
Certificates, Series 1998-2, Class R-2, representing a 99.999999%
percentage interest in such class.
14. Delta Funding Home Equity Loan Trust 1998-2, Home Equity Loan Asset-Backed
Certificates, Series 1998-2, Class R-1, representing a 99.999999%
percentage interest in such class.
15. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-1, representing a 99.999999%
percentage interest in such class.
16. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-2, representing a 99.999999%
percentage interest in such class.
17. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-3, representing a 99.999999%
percentage interest in such class.
18. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-1, representing a 99.999999%
percentage interest in such class.
19. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-2, representing a 99.999999%
percentage interest in such class.
20. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-3, representing a 99.999999%
percentage interest in such class.
21. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-1, representing a 99.999999%
percentage interest in such class.
22. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-2, representing a 99.999999%
percentage interest in such class.
23. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-3, representing a 99.999999%
percentage interest in such class.
24. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-1, representing a 99.999999%
percentage interest in such class.
25. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-2, representing a 99.999999%
percentage interest in such class.
26. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-3, representing a 99.999999%
percentage interest in such class.
27. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-3 representing a 100% percentage interest in such
Class BIO.
28. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class BIO, representing a 100% percentage
interest in such class.
29. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-1, representing a 99.999999%
percentage interest in such class.
30. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-2, representing a 99.999999%
percentage interest in such class.
31. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-3, representing a 99.999999%
percentage interest in such class.
32. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class BIO, representing a 100.00% percentage
interest in such class.
33. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-1, representing a 99.999999%
percentage interest in such class.
34. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-2, representing a 99.999999%
percentage interest in such class.
35. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-3, representing a 99.999999%
percentage interest in such class.
36. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class BIO, representing a 100% percentage
interest in such class.
37. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-1, representing a 99.999999%
percentage interest in such class.
38. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-2, representing a 99.999999%
percentage interest in such class.
39. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-3, representing a 99.999999%
percentage interest in such class.
40. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, Series 2000-3, Class BIO, representing a 100.00% percentage
interest in such class.
41. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, 2000-3, Class R-1, representing a 99.999999% percentage
interest in such class.
42. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, Series 2000-3, Class R-2, representing a 99.999999%
percentage interest in such class.
43. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, Series 2000-3, Class R-3, representing a 99.999999%
percentage interest in such class.
44. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class BIO, representing a 100.00% percentage
interest in such class.
45. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-1, representing a 99.999999%
percentage interest in such class.
46. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-2, representing a 99.999999%
percentage interest in such class.
47. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-3, representing a 99.999999%
percentage interest in such class.
FORM OF EXHIBIT 4.17(B)
DELTA FUNDING CORPORATION
AS DEBTOR
AND
WILMINGTON TRUST COMPANY , AS OWNER TRUSTEE, AS
SECURED PARTY
Wilmington Trust Company is Owner Trustee under the Deposit Trust
Agreement, dated as of December 22, 2000, between Delta Funding Corporation, as
Depositor, and Wilmington Trust Company, as Owner Trustee, relating to Delta
Funding Residual Holding Trust 2000-2. There has been assigned to or are being
held by Wilmington Trust Company as Owner Trustee all of the asset-backed
certificates and/or owner trust certificates (the "Underlying Certificates") now
or hereafter held as part of the Trust Estate as set forth in the Certificate
Schedule maintained with the Owner Trustee, including without limitation all
amounts payable to, and all rights of, the holder of the Underlying Certificates
under the pooling and service agreements and/or trust agreements pursuant to
which the Underlying Certificates were issued, and all other assets,
instruments, money, negotiable documents, chattel paper, securities, investment
property and financial assets at any time comprising part of the Trust Estate,
whether now existing or hereafter created or acquired and the proceeds thereof.
A list of all Underlying Certificates currently held as part of the Trust Estate
are set forth on Schedule I hereto.
SCHEDULE I TO EXHIBIT 4.17(B)
1. CTS Home Equity Loan Trust 1994-2, Mortgage Pass-Through Certificate,
Series 1994-2, Class R, representing a 75.000% percentage interest in such
class.
2. Delta Funding Home Equity Loan Trust 1995-2, Home Equity Loan Asset-Backed
Certificates, Series 1995-2, Class R, representing a 99.999999% percentage
interest in such class.
3. Delta Funding Home Equity Loan Trust 1996-1, Home Equity Loan Asset-Backed
Certificates, Series 1996-1, Class R, representing a 99.999999% percentage
interest in such class.
4. Delta Funding Home Equity Loan Trust 1996-2, Home Equity Loan Pass-Through
Certificates, Series 1996-2, Class R, representing a 99.999999% percentage
interest in such class.
5. Delta Funding Home Equity Loan Trust 1996-3, Home Equity Loan Pass-Through
Certificates, Series 1996-3, Class R-1, representing a 99.999999%
percentage interest in such class.
6. Delta Funding Home Equity Loan Trust 1996-3, Home Equity Loan Asset-Backed
Certificates, Series 1996-3, Class R-2, representing a 99.999999%
percentage interest in such class.
7. Delta Funding Home Equity Loan Trust 1997-2, Home Equity Loan Asset-Backed
Certificates, Series 1997-2, Class R-1, representing a 0.000001% percentage
interest in such class.
8. Delta Funding Home Equity Loan Trust 1997-2, Home Equity Loan Asset-Backed
Certificates, Series 1997-2, Class R-2, representing a 0.000001% percentage
interest in such class.
9. Delta Funding Home Equity Loan Trust 1997-4, Home Equity Loan Asset-Backed
Certificates, Series 1997-4, Class R-1, representing a 0.000001% percentage
interest in such class.
10. Delta Funding Home Equity Loan Trust 1997-4, Home Equity Loan Asset-Backed
Certificates, Series 1997-4, Class R-2, representing a 0.000001% percentage
interest in such class.
11. Delta Funding Home Equity Loan Trust 1998-1, Home Equity Loan Asset-Backed
Certificates, Series 1998-1, Class R-1, representing a 0.000001% percentage
interest in such class.
12. Delta Funding Home Equity Loan Trust 1998-1, Home Equity Loan Asset-Backed
Certificates, Series 1998-1, Class R-2, representing a 0.000001% percentage
interest in such class.
13. Delta Funding Home Equity Loan Trust 1998-2, Home Equity Loan Asset-Backed
Certificates, Series 1998-2, Class R-1, representing a 0.000001% percentage
interest in such class.
14. Delta Funding Home Equity Loan Trust 1998-2, Home Equity Loan Asset-Backed
Certificates, Series 1998-2, Class R-2, representing a 0.000001% percentage
interest in such class.
15. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-1, representing a 0.000001% percentage
interest in such class.
16. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-2, representing a 0.000001% percentage
interest in such class.
17. Delta Funding Home Equity Loan Trust 1998-3, Home Equity Loan Asset-Backed
Certificates, Series 1998-3, Class R-3, representing a 0.000001% percentage
interest in such class.
18. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-1, representing a 0.000001% percentage
interest in such class.
19. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-2, representing a 0.000001% percentage
interest in such class.
20. Delta Funding Home Equity Loan Trust 1998-4, Home Equity Loan Asset-Backed
Certificates, Series 1998-4, Class R-3, representing a 0.000001% percentage
interest in such class.
21. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-1, representing a 0.000001% percentage
interest in such class.
22. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-2, representing a 0.000001% percentage
interest in such class.
23. Delta Funding Home Equity Loan Trust 1999-1, Home Equity Loan Asset-Backed
Certificates, Series 1999-1, Class R-3, representing a 0.000001% percentage
interest in such class.
24. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-1, representing a 0.000001% percentage
interest in such class.
25. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-2, representing a 0.000001% percentage
interest in such class.
26. Delta Funding Home Equity Loan Trust 1999-2, Home Equity Loan Asset-Backed
Certificates, Series 1999-2, Class R-3, representing a 0.000001% percentage
interest in such class.
27. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-1, representing a 0.000001% percentage
interest in such class.
28. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-2, representing a 0.000001% percentage
interest in such class.
29. Delta Funding Home Equity Loan Trust 1999-3, Home Equity Loan Asset-Backed
Certificates, Series 1999-3, Class R-3, representing a 0.000001% percentage
interest in such class.
30. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-1, representing a 0.000001% percentage
interest in such class.
31. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-2, representing a 0.000001% percentage
interest in such class.
32. Delta Funding Home Equity Loan Trust 2000-1, Home Equity Loan Asset-Backed
Certificates, Series 2000-1, Class R-3, representing a 0.000001% percentage
interest in such class.
33. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-1, representing a 0.000001% percentage
interest in such class.
34. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-2, representing a 0.000001% percentage
interest in such class.
35. Delta Funding Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed
Certificates, Series 2000-2, Class R-3, representing a 0.000001% percentage
interest in such class.
36. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, 2000-3, Class R-1, representing a 0.000001% percentage
interest in such class.
37. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, Series 2000-3, Class R-2, representing a 0.000001% percentage
interest in such class.
38. Delta Funding Home Equity Loan Trust 2000-3, Home Equity Loan Asset-Backed
Certificates, Series 2000-3, Class R-3, representing a 0.000001% percentage
interest in such class.
39. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-1, representing a 0.000001% percentage
interest in such class.
40. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-2, representing a 0.000001% percentage
interest in such class.
41. Delta Funding Home Equity Loan Trust 2000-4, Home Equity Loan Asset-Backed
Certificates, Series 2000-4, Class R-3, representing a 0.000001% percentage
interest in such class.
