Superior Bank FSB Afc Mort LN Asset Backed Notes Ser 2000 2 – ‘8-K’ for 6/29/00 – EX-4.2

On:  Friday, 7/14/00, at 6:00pm ET   ·   For:  6/29/00   ·   Accession #:  950110-0-724   ·   File #:  333-83597-03

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     19K 
 2: EX-4.1      Indenture                                             89    365K 
 3: EX-4.2      Trust Agreement                                       66    203K 
 4: EX-4.3      Sale and Servicing Agreement                         569±  4.60M 
 5: EX-4.4      Subsequent Transfer Instrument                       117±  1.04M 

EX-4.2   —   Trust Agreement
Exhibit Table of Contents

EX-4.2
1st Page of 66
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================
SUPERIOR BANK FSB,

as Depositor

 and

 WILMINGTON TRUST COMPANY,

as Owner Trustee

 -----------------------------------------

 TRUST AGREEMENT

Dated as of June 1, 2000

------------------------------------------

 AFC Trust Series 2000-2
 AFC Trust Certificates,
 Series 2000-2

================================================================================

EX-4.2
2nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 Table of Contents

Section                                                                     Page

ARTICLE I                                                                       

   Definitions.................................................................1
   1.01.         Definitions...................................................1
   1.02.         Other Definitional Provisions.................................1

ARTICLE II                                                                      

   Organization................................................................3
   2.01.         Name..........................................................3
   2.02.         Office........................................................3
   2.03.         Purposes and Powers...........................................3
   2.04.         Appointment of Owner Trustee..................................4
   2.05.         Initial Capital Contribution of Owner Trust Estate............4
   2.06.         Declaration of Trust..........................................4
   2.07.         Liability of the Holders of the Certificates..................4
   2.08.         Title to Trust Property.......................................5
   2.09.         Situs of Trust................................................5
   2.10.         Representations and Warranties of the Depositor...............5
   2.11.         Reserved......................................................6
   2.12.         Investment Company............................................6

ARTICLE III                                                                     

Conveyance of the Mortgage Loans;                                         
    Certificates...............................................................7
   3.01.         Reserved......................................................7
   3.02.         Initial Ownership.............................................7
   3.03.         The Certificates..............................................7
   3.04.         Authentication of Certificates................................7
3.05.         Registration of and Limitations on Transfer and             
                   Exchange of Certificates....................................8
   3.06.         Mutilated, Destroyed, Lost or Stolen Certificates............10
   3.07.         Persons Deemed Certificateholders............................10
3.08.         Access to List of Certificateholders' Names and             
                   Addresses..................................................10
   3.09.         Maintenance of Office or Agency..............................11
   3.10.         Certificate Paying Agent.....................................11

ARTICLE IV                                                                      

   Authority and Duties of Owner Trustee......................................13
   4.01.         General Authority............................................13
   4.02.         General Duties...............................................13

EX-4.2
3rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 3rd
   4.03.         Action upon Instruction......................................13
4.04.         No Duties Except as Specified under Specified               
                   Documents or in Instructions ..............................14
   4.05.         Restrictions.................................................14
4.06.         Prior Notice to Certificateholders and the Note             
                   Insurer with Respect to Certain Matters....................14
4.07.         Action by Certificateholders with Respect to                
                   Certain Matters............................................16
4.08.         Action by Certificateholders with Respect to                
                   Bankruptcy.................................................16
   4.09.         Restrictions on Certificateholders' Power....................16
   4.10.         Majority Control.............................................16

ARTICLE V                                                                       

   Application of Trust Funds.................................................17
   5.01.         Distributions................................................17
   5.02.         Method of Payment............................................17
   5.03.         Tax Returns..................................................18
   5.04.         Statements to Certificateholders.............................18

ARTICLE VI                                                                      

   Concerning the Owner Trustee...............................................19
   6.01.         Acceptance of Trusts and Duties..............................19
   6.02.         Furnishing of Documents......................................20
   6.03.         Representations and Warranties...............................20
   6.04.         Reliance; Advice of Counsel..................................21
   6.05.         Not Acting in Individual Capacity............................21
6.06.         Owner Trustee Not Liable for Certificates                   
                   or Related Documents.......................................21
   6.07.         Owner Trustee May Own Certificates and Notes.................22
   6.08.         Payments from Owner Trust Estate.............................22
   6.09.         Doing Business in Other Jurisdictions........................22
6.10.         Liability of Certificate Registrar and                      
                   Certificate Paying Agent...................................22

ARTICLE VII                                                                     

   Compensation of Owner Trustee..............................................23
   7.01.         Owner Trustee's Fees and Expenses............................23
   7.02.         Indemnification..............................................23

ARTICLE VIII                                                                    

   Termination of Trust Agreement.............................................25
   8.01.         Termination of Trust Agreement...............................25

EX-4.2
4th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 4th
ARTICLE IX                                                                      

   Successor Owner Trustees and Additional Owner Trustees.....................27
   9.01.         Eligibility Requirements for Owner Trustee...................27
   9.02.         Replacement of Owner Trustee.................................27
   9.03.         Successor Owner Trustee......................................27
   9.04.         Merger or Consolidation of Owner Trustee.....................28
   9.05.         Appointment of Co-Trustee or Separate Trustee................28

ARTICLE X                                                                       

   Miscellaneous..............................................................30
   10.01.        Amendments...................................................30
   10.02.        No Legal Title to Owner Trust Estate.........................31
   10.03.        Limitations on Rights of Others..............................31
   10.04.        Notices......................................................32
   10.05.        Severability.................................................32
   10.06.        Separate Counterparts........................................32
   10.07.        Successors and Assigns.......................................32
   10.08.        No Petition..................................................32
   10.09.        No Recourse..................................................33
   10.10.        Headings.....................................................33
   10.11.        GOVERNING LAW................................................33
   10.12.        Integration..................................................33
   10.13.        Benefits of Trust Agreement..................................33

Signatures ...................................................................40

EXHIBIT                                                                         

Exhibit A - Form of Certificate..............................................A-1
Exhibit B - Certificate of Trust of AFC Trust Series ______-__...............B-1
Exhibit C - Form of Rule 144A Investment Representation......................C-1
Exhibit D - Form of Certificate of Non-Foreign Status........................D-1
Exhibit E - Form of Investment Letter........................................E-1
Exhibit F - Form of Transfer Certificate.....................................F-1
Exhibit G - Form of Plan Certification.......................................G-1

EX-4.2
5th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 5th
 This Trust Agreement, dated as of June 1, 2000 (as amended from time to
time, this "Trust Agreement"), between SUPERIOR BANK FSB, as depositor (the     
"Depositor") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as   
owner trustee (the "Owner Trustee"),                                            

WITNESSETH THAT:

   In consideration of the mutual agreements herein contained, the Depositor
and the Owner Trustee agree as follows:                                         

 ARTICLE I

 Definitions

     Section 1.01. Definitions. For all purposes of this Trust Agreement, except
as otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned 
to such terms in the Sale and Servicing Agreement, dated as of June 1, 2000,    
among AFC Trust Series 2000-2, as Issuer, and Superior Bank FSB, as Seller and  
Servicer, and LaSalle Bank National Association, as Indenture Trustee, which is 
incorporated by referenced herein. All other capitalized terms used herein shall
have the meanings specified herein.                                             

Section 1.02. Other Definitional Provisions.                          

(a) All terms defined in this Trust Agreement shall have the defined  
meanings when used in any certificate or other document made or delivered       
pursuant hereto unless otherwise defined therein.                               

(b) As used in this Trust Agreement and in any certificate or other   
document made or delivered pursuant hereto or thereto, accounting terms not     
defined in this Trust Agreement or in any such certificate or other document,   
and accounting terms partly defined in this Trust Agreement or in any such      
certificate or other document to the extent not defined, shall have the         
respective meanings given to them under generally accepted accounting           
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the      
definitions contained in this Trust Agreement or in any such certificate or     
other document shall control.                                                   

   (c) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Trust Agreement shall refer to this Trust Agreement as a whole
and not to any particular provision of this Trust Agreement; Article, Section   
and Exhibit references contained in this Trust Agreement are references to      
Articles, Sections and Exhibits in or to this Trust Agreement unless otherwise  
specified; and the term "including" shall mean "including without limitation".  

EX-4.2
6th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 6th
 2

     (d) The definitions contained in this Trust Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well 
as to the feminine and neuter genders of such terms.                            

   (e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such    
agreement, instrument or statute as from time to time amended, modified or      
supplemented 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 permitted successors and assigns.                        

EX-4.2
7th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 7th
 3

ARTICLE II

Organization

   Section 2.01. Name. The trust created hereby (the "Trust") shall be known
as "AFC Trust Series 2000-2", in which name the Owner Trustee may conduct the   
business of the Trust, make and execute contracts and other instruments on      
behalf of the Trust and sue and be sued.                                        

     Section 2.02. Office. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in Delaware as   
the Owner Trustee may designate by written notice to the Certificateholders and 
the Depositor.                                                                  

Section 2.03. Purposes and Powers. The purpose of the Trust is and the
Trust shall have the power and authority to engage in the following activities: 

         (i) to issue the Notes pursuant to the Indenture and the Certificates
pursuant to this Trust Agreement and to sell the Notes and the        
Certificates;                                                         

          (ii) to pay the organizational, start-up and transactional expenses of
the Trust;                                                            

          (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans
pursuant to the Indenture and to hold, manage and distribute to the   
Certificateholder pursuant to Section 5.01 any portion of the Mortgage
    Loans released from the Lien of, and remitted to the Trust pursuant to the
Indenture;                                                            

  (iv) to enter into and perform its obligations under the Basic
Documents to which it is to be a party;                               

         (v) if directed by holders of Certificates representing more than 50%
    of the beneficial interests in the Trust, sell the Trust Estate subsequent
  to the discharge of the Indenture, all for the benefit of the holders of
the Certificates;                                                     

(vi) to engage in those activities, including entering into 
  agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and       

      (vii) subject to compliance with the Basic Documents, to engage in
     such other activities as may be required in connection with conservation of
the Owner Trust Estate and the making of distributions to the         
Certificateholder and the Noteholders.                                

The Trust is hereby authorized to engage in the foregoing activities. The Trust 
shall not engage in any activity other than in connection with the foregoing or 
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents.                                                                

EX-4.2
8th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 8th
 4

   Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to   
have all the rights, powers and duties set forth herein. The Owner Trustee is   
hereby authorized to execute and file the Certificate of Trust with the         
Secretary of State of Delaware.                                                 

Section 2.05. Initial Capital Contribution of Owner Trust Estate. The 
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust, 
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges     
receipt in trust from the Depositor, as of the date hereof, of the foregoing    
contribution, which shall constitute the initial corpus of the Trust and shall  
be deposited in the Certificate Distribution Account. The Owner Trustee also    
acknowledges on behalf of the Trust the receipt in trust of the Mortgage Loans  
and the rights with respect to the representations and warranties made by the   
Seller under the Sale and Servicing Agreement which shall constitute the Owner  
Trust Estate.                                                                   

    Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that
it shall hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to  
the obligations of the Trust under the Basic Documents. It is the intention of  
the parties hereto that the Trust constitute a "business trust" under the       
Business Trust Statute and that this Trust Agreement constitute the governing   
instrument of such business trust. It is the intention of the parties hereto    
that, for federal and state income and state and local franchise tax purposes,  
the Trust shall not be treated as (i) an association subject separately to      
taxation as a corporation, (ii) a "publicly traded partnership" as defined in   
Treasury Regulation Section 1.7704-1 or (iii) a "taxable mortgage pool" as      
defined in Section 7701(i) of the Code, and that the Notes shall be debt, and   
the provisions of this Agreement shall be interpreted to further this intention.
Except as otherwise provided in this Trust Agreement, the rights of the         
Certificateholders will be those of equity owners of the Trust. Effective as of 
the date hereof, the Owner Trustee shall have all rights, powers and duties set 
forth herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust. It is the intention of the parties, that, as of the      
closing date, the Trust shall be disregarded for federal income tax purposes. In
the event that the Trust Certificates are owned by more than one person, for    
federal income tax purposes, then the Trust shall be treated as a partnership.  

     Section 2.07. Liability of the Holders of the Certificates. (a) The Holders
of the Certificates shall be jointly and severally liable directly to and shall 
indemnify any injured party for all losses, claims, damages, liabilities and    
expenses of the Trust and the Owner Trustee (including expenses, to the extent  
not paid out of the Owner Trust Estate) to the extent that Holders of the       
Certificates would be liable if the Trust were a corporation under Delaware     
corporate law; provided, however, that the Holders of the Certificates shall not
be liable for payments required to be made on the Notes or the Certificates, or 
for any losses incurred by a Certificateholder in the capacity of an investor in
the Certificates or a Noteholder in the capacity of an investor in the Notes.   
The Holders of the Certificates shall be liable for and shall promptly pay any  
entity level taxes imposed on the Trust. In addition, any third party creditors 
of the Trust, including the Note Insurer (other than in connection with the     
obligation described in the preceding sentence for which the Holders of the     
Certificates shall not be liable) shall be deemed third party beneficiaries of  
this paragraph. The                                                             

EX-4.2
9th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 9th
                                   5

obligations of the Holders of the Certificates under this paragraph shall be    
evidenced by the Certificates.                                                  

       (b) Subject to subsection (a) above, the Certificateholder shall be
entitled to the same limitation of personal liability extended to stockholders  
of private corporations for profit organized under the General Corporation Law  
of the State of Delaware.                                                       

    Section 2.08. Title to Trust Property. Except with respect to the Mortgage
Loans, which will be assigned of record to the Indenture Trustee pursuant to the
Indenture, legal title to the Owner Trust Estate shall be vested at all times in
the Trust as a separate legal entity except where applicable law in any         
jurisdiction requires title to any part of the Owner Trust Estate to be vested  
in a trustee or trustees, in which case title shall be deemed to be vested in   
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.  

     Section 2.09. Situs of Trust. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on     
behalf of the Trust shall be located in the State of Delaware or the State of   
Illinois. The Trust shall not have any employees in any state other than        
Delaware; provided, however, that nothing herein shall restrict or prohibit the 
Owner Trustee from having employees within or without the State of Delaware or  
taking actions outside the State of Delaware in order to comply with Section    
2.03. Payments will be received by the Trust only in Delaware, New York or      
Illinois, and payments will be made by the Trust only from Delaware, New York or
Illinois. The only office of the Trust will be at the Corporate Trust Office in 
Delaware.                                                                       

Section 2.10. Representations and Warranties of the Depositor. The    
Depositor hereby represents and warrants to the Owner Trustee and the Note      
Insurer that:                                                                   

      (i) The Depositor is a federally chartered stock savings bank duly
organized, validly existing and in good standing under the laws of the
United States, with power and authority to own its properties and to  
conduct its business as such properties are currently owned and such  
business is presently conducted.                                      

      (ii) The Depositor is duly qualified to do business and is in good
standing and has obtained all necessary licenses and approvals in all 
jurisdictions in which the ownership or lease of its property or the  
    conduct of its business shall require such qualifications and in which the
     failure to so qualify would have a material adverse effect on the business,
properties, assets or condition (financial or other) of the Depositor.

          (iii) The Depositor has the power and authority to execute and deliver
 this Trust Agreement and to carry out its terms; the Depositor has full
  power and authority to convey and assign the property to be conveyed and
    assigned to and deposited with the Trust as part of the Owner Trust Estate
  and the Depositor has duly authorized such conveyance and assignment and
    deposit to the Trust by all necessary corporate action; and the execution,
    delivery and performance of this Trust Agreement have been duly authorized
by the Depositor by all necessary corporate action.                   

EX-4.2
10th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 10th
 6

        (iv) The consummation of the transactions contemplated by this Trust
 Agreement and the fulfillment of the terms hereof do not conflict with,
   result in any breach of any of the terms and provisions of, or constitute
    (with or without notice or lapse of time) a default under, the articles of
  incorporation or bylaws of the Depositor, or any indenture, agreement or
     other instrument to which the Depositor is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its  
    properties pursuant to the terms of any such indenture, agreement or other
  instrument (other than pursuant to the Basic Documents); nor violate any
law or, to the best of the Depositor's knowledge, any order, rule or  
  regulation applicable to the Depositor of any court or of any federal or
state regulatory body, administrative agency or other governmental    
   instrumentality having jurisdiction over the Depositor or its properties.

Section 2.11. Reserved.                                               

     Section 2.12. Investment Company. Neither the Depositor nor any Holder of a
Certificate shall take any action which would cause the Trust to become an      
"investment company" which would be required to register under the Investment   
Company Act.                                                                    

EX-4.2
11th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 11th
 7

 ARTICLE III

 Conveyance of the Mortgage Loans;
Certificates

Section 3.01. Reserved.                                               

 Section 3.02. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05, the Depositor shall     
direct the Owner Trustee to execute and deliver the Trust Certificates.         

 Section 3.03. The Certificates. The Certificates shall be issued in the
form of one or more Certificates each representing not less than a 10%          
Certificate Percentage Interest. The Certificates shall initially be registered 
in the name of Superior Bank FSB. Each Class of Certificates shall be executed  
on behalf of the Trust by manual or facsimile signature of an authorized officer
or authorized signatory of the Owner Trustee and authenticated in the manner    
provided in Section 3.04. Certificates bearing the manual or facsimile          
signatures of individuals who were, at the time when such signatures shall have 
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Trust Agreement, notwithstanding that such  
individuals or any of them shall have ceased to be so authorized prior to the   
authentication and delivery of such Certificates or did not hold such offices at
the date of authentication and delivery of such Certificates. A Person shall    
become a Certificateholder and shall be entitled to the rights and subject to   
the obligations of a Certificateholder hereunder upon such Person's acceptance  
of a Certificate duly registered in such Person's name, pursuant to Section     
3.05.                                                                           

      A transferee of a Certificate shall become a Certificateholder and
shall be entitled to the rights and subject to the obligations of a             
Certificateholder hereunder upon such transferee's acceptance of a Certificate  
duly registered in such transferee's name pursuant to and upon satisfaction of  
the conditions set forth in Section 3.05.                                       

     Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York  
and any other applicable jurisdiction, to the extent that any of such laws may  
be applicable.                                                                  

       Section 3.04. Authentication of Certificates. The Owner Trustee shall
cause all Certificates issued hereunder to be executed and authenticated on     
behalf of the Trust, delivered to or upon the written order of the Depositor,   
signed by its chairman of the board, its president or any vice president,       
without further corporate action by the Depositor, in authorized denominations. 
No Certificate shall entitle its holder to any benefit under this Trust         
Agreement or be valid for any purpose unless there shall appear on such         
Certificate a certificate of authentication substantially in the form set forth 
in Exhibit A, executed by the Owner Trustee or the Certificate Registrar by     
manual signature; such authentication shall constitute conclusive evidence that 
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.                   

EX-4.2
12th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 12th
 8

   Section 3.05. Registration of and Limitations on Transfer and Exchange of
Certificates. The Certificate Registrar shall keep or cause to be kept, a       
Certificate Register in which, subject to such reasonable regulations as it may 
prescribe, the Certificate Registrar shall provide for the registration of      
Certificates and of transfers and exchanges of Certificates as herein provided. 
LaSalle Bank National Association shall be the initial Certificate Registrar. If
the Certificate Registrar resigns or is removed, the Trust shall appoint a      
successor Certificate Registrar.                                                

   Subject to satisfaction of the conditions set forth below with respect to
the Certificates, upon surrender for registration of transfer of any Certificate
at the office or agency maintained pursuant to Section 3.09, the Owner Trustee  
or the Certificate Registrar shall execute, authenticate and deliver (or shall  
cause LaSalle Bank National Association as its authenticating agent to          
authenticate and deliver) in the name of the designated transferee or           
transferees, one or more new Certificates in authorized denominations of a like 
aggregate amount dated the date of authentication by the Owner Trustee or the   
Certificate Registrar. At the option of a Holder, Certificates may be exchanged 
for other Certificates of authorized denominations of a like aggregate amount   
upon surrender of the Certificates to be exchanged at the office or agency      
maintained pursuant to Section 3.09.                                            

    Every Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form       
satisfactory to the Certificate Registrar duly executed by the Holder or such   
Holder's attorney duly authorized in writing. Each Certificate surrendered for  
registration of transfer or exchange shall be cancelled and subsequently        
disposed of by the Certificate Registrar in accordance with its customary       
practice.                                                                       

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

 No Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit D hereto.        

  No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the 
registration requirements of the Securities Act and any applicable state        
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to    
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached hereto as Exhibit C (or in such form  
and substance reasonably satisfactory to the Certificate Registrar and the      
Depositor) which investment letters shall not be an expense of the Trust, the   
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and     
which investment letter states that, among other things, such transferee (a) is 
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined    
under Rule 144A, and (b) is aware that the proposed transferor intends to rely  
on the exemption from registration requirements under the Securities Act of     
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance                                         

EX-4.2
13th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 13th
 9

satisfactory to the Certificate Registrar and the Depositor that such transfer  
may be made pursuant to an exemption, describing the applicable exemption and   
the basis therefor, from said Act and laws or is being made pursuant to said Act
and laws, which Opinion of Counsel shall not be an expense of the Trust, the    
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) 
the transferee executes a representation letter, substantially in the form of   
Exhibit D hereto, and the transferor executes a representation letter,          
substantially in the form of Exhibit E hereto, each acceptable to and in form   
and substance satisfactory to the Certificate Registrar and the Depositor       
certifying the facts surrounding such transfer, which representation letters    
shall not be an expense of the Trust, the Owner Trustee, the Certificate        
Registrar, the Servicer or the Depositor and (B) the Certificate of Non-Foreign 
Status (in substantially the form attached hereto as Exhibit D) acceptable to   
and in form and substance reasonably satisfactory to the Certificate Registrar  
and the Depositor, which certificate shall not be an expense of the Trust, the  
Owner Trustee, the Certificate Registrar, the Servicer or the Depositor. The    
Holder of a Certificate desiring to effect such transfer shall, and does hereby 
agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the
Servicer and the Depositor 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 Certificates or any interest therein shall be made to any
employee benefit plan or certain other retirement plans and arrangements,       
including individual retirement accounts and annuities, Keogh plans and bank    
collective investment funds and insurance company general or separate accounts  
in which such plans, accounts or arrangements are invested, that are subject to 
ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person acting,   
directly or indirectly, on behalf of any such Plan or any Person acquiring such 
Certificates with "plan assets" of a Plan within the meaning of the Department  
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")      
unless the Depositor, the Owner Trustee, the Certificate Registrar and the      
Servicer are provided with an Opinion of Counsel which establishes to the       
satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and 
the Servicer that the purchase of such Certificates is permissible under        
applicable law, will not constitute or result in any non-exempt prohibited      
transaction under ERISA or Section 4975 of the Code and will not subject the    
Depositor, the Owner Trustee, the Certificate Registrar or the Servicer to any  
obligation or liability (including obligations or liabilities under ERISA or    
Section 4975 of the Code) in addition to those undertaken in this Agreement,    
which Opinion of Counsel shall not be an expense of the Depositor, the Owner    
Trustee, the Certificate Registrar or the Servicer. In lieu of such Opinion of  
Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any    
such Plan or any Person acquiring such Certificates with Plan Assets of a Plan  
may provide a certification in the form of Exhibit G to this Agreement, which   
the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer may
conclusively rely upon without further inquiry or investigation. Neither an     
Opinion of Counsel nor a certification will be required in connection with the  
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have     
deemed to have represented that such affiliate is not a Plan or a Person        
investing Plan Assets of any Plan) and the Certificate Registrar and the Owner  
Trustee shall be entitled to conclusively rely upon a representation (which,    
upon the request of the Owner Trustee or the Certificate Registrar, shall be a  
written representation) from the Depositor of the status of such transferee as  
an affiliate of the Depositor.                                                  

EX-4.2
14th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 14th
10

No offer, sale, transfer, pledge, hypothecation or other disposition  
(including any pledge, sale or transfer under a repurchase transaction or       
securities loan) of any Certificate shall be made to any transferee unless,     
prior to such disposition, the proposed transferor delivers to the Owner Trustee
and the Note Insurer an Opinion of Counsel, rendered by a law firm generally    
recognized to be qualified to opine concerning the tax aspects of asset         
securitization, to the effect that such transfer (including any disposition     
permitted following any default under any pledge or repurchase transaction) will
not cause the Trust to be (i) treated as an association taxable as a corporation
for federal income tax purposes, (ii) taxable as a taxable mortgage pool as     
defined in Section 7701(i) of the Code or (iii) taxable as a "publicly traded   
partnership" as defined in Treasury Regulation section 1.7704-1. Notwithstanding
the foregoing, the provisions of this paragraph shall not apply to the initial  
transfer of the Certificates to the Depositor.                                  

  Prior to the effectiveness of any transfer of a Trust Certificate by the
Depositor to an affiliate of the Depositor, an opinion from a nationally        
recognized law firm shall be delivered to the Indenture Trustee and the Note    
Insurer, to the effect that the assets and liabilities of the proposed          
transferee should not, upon the bankruptcy of such proposed transferee, be      
consolidated with those of the Trust (a "Non-Consolidation Opinion").           

     Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if  
the Certificate Registrar shall receive evidence to its satisfaction of the     
destruction, loss or theft of any Certificate and (b) there shall be delivered  
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be reasonably required by them to save each of them harmless, then in the   
absence of notice to the Certificate Registrar or the Owner Trustee that such   
Certificate has been acquired by a bona fide purchaser, the Owner Trustee or the
Certificate Registrar shall execute on behalf of the Trust and the Owner Trustee
or the Certificate Registrar (or shall cause LaSalle Bank National Association  
as its authenticating agent to authenticate and deliver), shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or   
stolen Certificate, a new Certificate of like tenor and denomination. In        
connection with the issuance of any new Certificate under this Section 3.06, the
Owner Trustee or the Certificate Registrar may require the payment of a sum     
sufficient to cover any expenses of the Owner Trustee or the Certificate        
Registrar (including fees and expenses of counsel) and any tax or other         
governmental charge that may be imposed in connection therewith. Any duplicate  
Certificate issued pursuant to this Section 3.06 shall constitute conclusive    
evidence of ownership in the Trust, as if originally issued, whether or not the 
lost, stolen or destroyed Certificate shall be found at any time.               

Section 3.07. Persons Deemed Certificateholders. Prior to due 
presentation of a Certificate for registration of transfer, the Owner Trustee,  
the Certificate Registrar or any Certificate Paying Agent may treat the Person  
in whose name any Certificate is registered in the Certificate Register as the  
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Trust, the  
Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by  
any notice to the contrary.                                                     

  Section 3.08. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the         
Depositor or the Owner Trustee, within 15 days                                  

EX-4.2
15th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 15th
11

after receipt by the Certificate Registrar of a written request therefor from   
the Depositor or the Owner Trustee, a list, in such form as the Depositor or the
Owner Trustee, as the case may be, may reasonably require, of the names and     
addresses of the Certificateholders as of the most recent Record Date. Each     
Holder, by receiving and holding a Certificate, shall be deemed to have agreed  
not to hold any of the Trust, the Depositor, the Certificate Registrar or the   
Owner Trustee accountable by reason of the disclosure of its name and address,  
regardless of the source from which such information was derived.               

     Section 3.09. Maintenance of Office or Agency. The Certificate Registrar on
behalf of the Trust, shall maintain an office or offices or agency or agencies  
where Certificates may be surrendered for registration of transfer or exchange. 
The Owner Trustee on behalf of the Trust shall maintain in Wilmington, Delaware,
an office where notices and demands to or upon the Owner Trustee in respect of  
the Certificates and the Basic Documents may be served. The Owner Trustee       
initially designates its Corporate Trust Office as its office for such purposes.
The Certificate Registrar initially designates its Corporate Trust Office as its
office for such purposes and shall give prompt written notice to the Depositor  
and the Certificateholders of any change in the location of the Certificate     
Register or any such office or agency.                                          

  Section 3.10. Certificate Paying Agent. (a) The Certificate Paying Agent
shall make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the         
Certificates and Section 5.01 hereof from payments remitted to the Certificate  
Paying Agent by the Indenture Trustee pursuant to Section 3.05 of the Indenture.
The Trust hereby appoints LaSalle Bank National Association as Certificate      
Paying Agent and LaSalle Bank National Association hereby accepts such          
appointment and further agrees that it will be bound by the provisions of this  
Trust Agreement relating to the Certificate Paying Agent and shall:             

  (i) hold all sums held by it for the payment of amounts due with
respect to the Certificates in trust for the benefit of the Persons   
     entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;                                       

         (ii) give the Owner Trustee notice of any default by the Trust of which
  it has actual knowledge in the making of any payment required to be made
with respect to the Certificates;                                     

        (iii) at any time during the continuance of any such default, upon the
    written request of the Owner Trustee forthwith pay to the Owner Trustee on
  behalf of the Trust all sums so held in Trust by such Certificate Paying
Agent;                                                                

      (iv) not resign from its position as Certificate Paying Agent except
    that it shall immediately resign as Certificate Paying Agent and forthwith
pay to the Owner Trustee on behalf of the Trust all sums held by it in
    trust for the payment of Certificates if at any time it ceases to meet the
 standards under this Section 3.10 required to be met by the Certificate
Paying Agent at the time of its appointment;                          

EX-4.2
16th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 16th
12

    (v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Certificates of any   
applicable withholding taxes imposed thereon and with respect to any  
applicable reporting requirements in connection therewith; and        

   (vi) not institute bankruptcy proceedings against the Issuer in
connection with this Trust Agreement.                                 

     (b) The Trust may revoke such power and remove the Certificate Paying Agent
if it determines in its sole discretion that the Certificate Paying Agent shall 
have failed to perform its obligations under this Trust Agreement in any        
material respect. In the event that LaSalle Bank National Association shall no  
longer be the Certificate Paying Agent under this Trust Agreement and Paying    
Agent under the Indenture, the Trust shall appoint a successor to act as        
Certificate Paying Agent (which shall be a bank or trust company) and which     
shall also be the successor Paying Agent under the Indenture. The Owner Trustee 
shall cause such successor Certificate Paying Agent or any additional           
Certificate Paying Agent appointed by the Trust to execute and deliver to the   
Owner Trustee an instrument accepting appointment and agreeing to be bound by   
the terms of this Trust Agreement as it relates to the Certificate Paying Agent.
The Certificate Paying Agent shall return all unclaimed funds to the Trust and  
upon removal of a Certificate Paying Agent such Certificate Paying Agent shall  
also return all funds in its possession to the Trust. The provisions of Sections
6.01, 6.03, 6.04 and 7.01 shall apply to the Certificate Paying Agent to the    
extent applicable. Any reference in this Agreement to the Certificate Paying    
Agent shall include any co- paying agent unless the context requires otherwise. 

(c) The Certificate Paying Agent, for the benefit of the              
Certificateholders, shall establish and maintain with itself a trust account    
(the "Certificate Distribution Account") in which the Indenture Trustee,        
pursuant to the terms of the Indenture, shall deposit payments, if any, made    
pursuant to the Indenture on each Payment Date. The establishment of the        
Certificate Distribution Account shall be evidenced by a letter agreement. The  
Certificate Paying Agent shall make all distributions to Certificateholders,    
from moneys on deposit in the Certificate Distribution Account, in accordance   
with Section 5.01 hereof.                                                       

EX-4.2
17th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 17th
13

ARTICLE IV

 Authority and Duties of Owner Trustee

      Section 4.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be 
a party and each certificate or other document attached as an exhibit to or     
contemplated by the Basic Documents to which the Trust is to be a party and any 
amendment or other agreement or instrument described herein, as evidenced       
conclusively by the Owner Trustee's execution thereof. In addition to the       
foregoing, the Owner Trustee is authorized, but shall not be obligated, except  
as otherwise provided in this Trust Agreement, to take all actions required of  
the Trust pursuant to the Basic Documents.                                      

    Section 4.02. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to   
the terms of this Trust Agreement and the Basic Documents to which the Trust is 
a party and to administer the Trust in the interest of the Certificateholders,  
subject to the Basic Documents and in accordance with the provisions of this    
Trust Agreement. Notwithstanding the foregoing, the Owner Trustee shall be      
deemed to have discharged its duties and responsibilities hereunder and under   
the Basic Documents to the extent that the Administrator has agreed in the      
Administration Agreement to perform any act or to discharge any duty of the     
Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner 
Trustee shall not be liable for the default or failure of such person to carry  
out such obligations.                                                           

 Section 4.03. Action upon Instruction. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders        
evidencing not less than a majority of the Percentage Interests in the          
Certificates may by written instruction direct the Owner Trustee in the         
management of the Trust. Such direction may be exercised at any time by written 
instruction of the Certificateholders pursuant to Article IV.                   

    (b) Notwithstanding the foregoing, the Owner Trustee shall not be required
to take any action hereunder or under any Basic Document if the Owner Trustee   
shall have reasonably determined, or shall have been advised by counsel, that   
such action is likely to result in liability on the part of the Owner Trustee or
is contrary to the terms hereof or of any Basic Document or is otherwise        
contrary to law.                                                                

(c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement or 
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the application of any provision of this Trust Agreement or any Basic Document  
or any such provision is ambiguous as to its application, or is, or appears to  
be, in conflict with any other applicable provision, or in the event that this  
Trust Agreement permits any determination by the Owner Trustee or is silent or  
is incomplete as to the course of action that the Owner Trustee is required to  
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances) to   
the Certificateholders and the Note Insurer requesting instruction as to the    
course of action to be adopted, and to the extent the Owner Trustee acts in good
faith in accordance with any written instruction of the Certificateholders      
evidencing not less than a majority of the Percentage Interests                 

EX-4.2
18th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 18th
14

in the Certificates and consented to by the Note Insurer, the Owner Trustee     
shall not be liable on account of such action to any Person. If the Owner       
Trustee shall not have received appropriate instruction within 10 days of such  
notice (or within such shorter period of time as reasonably may be specified in 
such notice or may be necessary under the circumstances) it may, but shall be   
under no duty to, take or refrain from taking such action not inconsistent with 
this Trust Agreement or the Basic Documents, as it shall deem to be in the best 
interests of the Certificateholders and the Owner Trustee shall have no         
liability to any Person for such action or inaction.                            

     Section 4.04. No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or        
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided (i) in      
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic     
Documents and (iii) in accordance with any document or instruction delivered to 
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any Basic Document against the Owner 
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise      
perfect or maintain the perfection of any security interest or lien granted to  
it hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly 
take all action as may be necessary to discharge any liens on any part of the   
Owner Trust Estate that result from actions by, or claims against, the Owner    
Trustee that are not related to the ownership or the administration of the Owner
Trust Estate.                                                                   

   Section 4.05. Restrictions. (a) The Owner Trustee or the Depositor (or an
Affiliate thereof) shall not take any action (x) that is inconsistent with the  
purposes of the Trust set forth in Section 2.03 or (y) that, to the actual      
knowledge of the Owner Trustee based on an Opinion of Counsel rendered by a law 
firm generally recognized to be qualified to opine concerning the tax aspects of
asset securitization, would result in the Trust becoming taxable as a           
corporation for federal income tax purposes or (z) would result in the amendment
or modification of the Basic Documents or this Trust Agreement without the prior
written consent of the Note Insurer, if required. The Certificateholders shall  
not direct the Owner Trustee to take action that would violate the provisions of
this Section 4.05.                                                              

(b) The Owner Trustee shall not convey or transfer any of the Trust's 
properties or assets, including those included in the Trust Estate, to any      
person unless it and the Note Insurer shall have received an Opinion of Counsel 
to the effect that (a) such transaction will not have any material adverse tax  
consequence to the Trust or any Certificateholder and (b) such conveyance or    
transfer shall not violate the provisions of Section 3.16(b) of the Indenture.  

    Section 4.06. Prior Notice to Certificateholders and the Note Insurer with
Respect to Certain Matters. With respect to the following matters, the Owner    
Trustee shall not take action unless at least 30 days before the taking of such 
action, the Owner Trustee shall have notified the                               

EX-4.2
19th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 19th
15

Certificateholders and the Note Insurer in writing of the proposed action and   
neither the Certificateholders nor the Note Insurer shall have notified the     
Owner Trustee in writing prior to the 30th day after such notice is given that  
such Certificateholders or the Note Insurer have withheld consent or provided   
alternative direction:                                                          

   (a) the initiation of any claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of cash distributions due and
owing under the Mortgage Loans) and the compromise of any action, claim or      
lawsuit brought by or against the Trust (except with respect to the             
aforementioned claims or lawsuits for collection of cash distributions due and  
owing under the Mortgage Loans);                                                

  (b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Business Trust   
Statute);                                                                       

(c) the amendment of the Indenture by a supplemental indenture in     
circumstances where the consent of any Noteholder or the Note Insurer is        
required;                                                                       

(d) the amendment of the Indenture by a supplemental indenture in     
circumstances where the consent of any Noteholder or the Note Insurer is not    
required and such amendment materially adversely affects the interest of the    
Certificateholders;                                                             

(e) the appointment pursuant to the Indenture of a successor Note     
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor Certificate Registrar or Certificate Paying Agent or the consent 
to the assignment by the Note Registrar, Paying Agent, Indenture Trustee,       
Certificate Registrar or Certificate Paying Agent of its obligations under the  
Indenture or this Trust Agreement, as applicable;                               

    (f) consent to the calling or waiver of any default of any Basic Document;

     (g) consent to the assignment by the Indenture Trustee or Servicer of their
respective obligations under any Basic Document, unless permitted in the Basic  
Documents;                                                                      

 (h) cause the Trust to incur, assume or guaranty any indebtedness other
than as set forth in this Agreement or the Basic Documents;                     

(i) possess Trust assets, or assign the Trust's right to property, for
other than a Trust purpose;                                                     

  (j) cause the Trust to lend any funds to any entity, unless permitted in
this Agreement or the Basic Documents;                                          

  (k) except as provided in Article VIII hereof, to dissolve, terminate or
liquidate the Trust in whole or in part;                                        

EX-4.2
20th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 20th
16

     (l) merge or consolidate the Trust with or into any other entity, or convey
or transfer all or substantially all of the Trust's assets to any other entity; 

(m) do any act that conflicts with any other Basic Document;          

(n) do any act which would make it impossible to carry on the ordinary
business of the Trust as described in Section 2.03 hereof;                      

(o) confess a judgment against the Trust; or                          

(p) change the Trust's purpose and powers from those set forth in this
Agreement.                                                                      

     Section 4.07. Action by Certificateholders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the direction of the    
Certificateholders and with the prior written consent of the Note Insurer (a) to
remove the Servicer under the Servicing Agreement in accordance with Section    
10.01 thereof, (b) except as expressly provided in the Basic Documents, sell the
Mortgage Loans after the termination of the Indenture, (c) initiate any claim,  
suit or proceeding by the Trust or compromise any claim, suit or proceeding     
brought by or against the Trust, (d) authorize the merger or consolidation of   
the Trust with or into any other business trust or entity (other than in        
accordance with Section 3.16 of the Indenture) or (e) amend the Certificate of  
Trust. The Owner Trustee may only take the actions referred to in the preceding 
sentence upon written instructions signed by the Owners and, so long as no      
default by the Note Insurer shall have occurred and is continuing, with the     
prior written consent of the Note Insurer.                                      

    Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in    
bankruptcy relating to the Trust without the unanimous prior approval of all    
Certificateholders and the consent of the Note Insurer, the Noteholders and the 
delivery to the Owner Trustee by each such Certificateholder of a certificate   
certifying that such Certificateholder reasonably believes that the Trust is    
insolvent. This paragraph shall survive for one year following termination of   
this Trust Agreement.                                                           

Section 4.09. Restrictions on Certificateholders' Power. The          
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be  
obligated to follow any such direction, if given.                               

  Section 4.10. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Trust Agreement   
may be taken by the Holders of Certificates evidencing not less than a majority 
of the Percentage Interests in the Certificates. Except as expressly provided   
herein, any written notice of the Certificateholders delivered pursuant to this 
Trust Agreement shall be effective if signed by Holders of Certificates         
evidencing not less than a majority of the Percentage Interests in the          
Certificates at the time of the delivery of such notice.                        

EX-4.2
21st Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 21st
17

 ARTICLE V

Application of Trust Funds

   Section 5.01. Distributions. (a)(i) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholders all funds on deposit in 
the Certificate Distribution Account and available for distribution on such     
Payment Date in the following order of priority, in each case to the extent of  
amounts available in the Certificate Distribution Account:                      

          (A) first, to the Owner Trustee, in respect of any amount owing to the
Owner Trustee hereunder and in respect of any expenses of the Trust   
remaining unpaid pursuant to Section 7.01 of this Agreement; and      

       (B) second, to the Certificateholders, on a pro rata basis based on
each Certificateholder's Percentage Interest, the remainder of amounts
available.                                                            

 (ii) In the event that the Certificate Paying Agent receives amounts in
connection with Section 5.04 of the Indenture, such amounts shall be distributed
in the order of priority set forth in (a)(i) above.                             

   (b) In the event that any withholding tax is imposed on the distributions
(or allocations of income) to a Certificateholder, such tax shall reduce the    
amount otherwise distributable to the Certificateholder in accordance with this 
Section 5.01. The Certificate Paying Agent is hereby authorized and directed to 
retain or cause to be retained from amounts otherwise distributable to the      
Certificateholders sufficient funds for the payment of any tax that is legally  
owed by the Trust (but such authorization shall not prevent the Owner Trustee   
from contesting any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such proceedings). The 
amount of any withholding tax imposed with respect to a Certificateholder shall 
be treated as cash distributed to such Certificateholder at the time it is      
withheld by the Certificate Paying Agent and remitted to the appropriate taxing 
authority. If there is a possibility that withholding tax is payable with       
respect to a distribution (such as a distribution to a non-U.S.                 
Certificateholder), the Certificate Paying Agent may in its sole discretion     
withhold such amounts in accordance with this paragraph (b).                    

(c) Distributions to Certificateholders shall be subordinated to the  
creditors of the Trust, including the Noteholders and the Note Insurer.         

    Section 5.02. Method of Payment. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided in    
Section 5.01 shall be made to each Certificateholder of record on the preceding 
Record Date either by, in the case of any Certificateholder owning 100% of the  
Certificates, wire transfer in immediately available funds to the account of    
such Holder at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided to the Certificate Registrar         
appropriate written instructions at least five Business Days prior to such      
Payment Date or, if not, by check mailed to such Certificateholder at the       
address of such Holder appearing in the Certificate Register.                   

EX-4.2
22nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 22nd
18

Section 5.03. Tax Returns. The Owner Trustee shall cooperate with the 
Servicer in the Servicer's obligation to (a) maintain (or cause to be           
maintained) the books of the Trust on the fiscal year basis of the person that  
is the Holder of 100% of the Certificates or, if the Certificates are owned by  
more than one person, then in accordance with the rules governing partnerships, 
(b) 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 to enable each Certificateholder to prepare its federal and     
state income tax returns, (c) prepare and file or cause to be prepared and filed
such tax returns relating to the Trust as may be required by the Code and       
applicable Treasury Regulations (making such elections as may from time to time 
be required or appropriate under any applicable state or federal statutes, rules
or regulations) and (d) collect or cause to be collected any withholding tax as 
described in and in accordance with Section 5.01 of this Trust Agreement with   
respect to income or distributions to Certificateholders and prepare or cause to
be prepared the appropriate forms relating thereto. The Owner Trustee shall sign
all tax and information returns prepared or caused to be prepared by the        
Servicer and delivered to the Owner Trustee in final execution form pursuant to 
this Section 5.03 at the request of the Servicer, and in doing so shall rely    
entirely upon, and shall have no liability for information or calculations      
provided by, the Servicer.                                                      

    Notwithstanding the foregoing, it is the intention of the parties that the
Issuer, as of the Closing Date and for so long as the equity is held by one     
person for federal income tax purposes, be treated for federal income tax       
purposes as a disregarded entity, which such entity need not apply for a        
taxpayer identification number or file an entity-level tax return. In the event 
the equity of the Issuer is held by more than one person for federal income tax 
purposes, the Servicer shall file an application with the IRS for a taxpayer    
identification number with respect to the Issuer and prepare or cause to be     
prepared and/or file partnership tax returns including the partnership          
information return on Form 1065 in connection with the transactions contemplated
hereby.                                                                         

   Section 5.04. Statements to Certificateholders. On each Payment Date, the
Certificate Paying Agent shall send to each Certificateholder the statement or  
statements provided to the Owner Trustee and the Certificate Paying Agent by the
Indenture Trustee pursuant to Section 7.05 of the Indenture with respect to such
Payment Date.                                                                   

EX-4.2
23rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 23rd
19

ARTICLE VI

Concerning the Owner Trustee

  Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with       
respect to such trusts but only upon the terms of this Trust Agreement. The     
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually received by it constituting part of the Owner Trust Estate upon the    
terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall  
not be liable hereunder or under any Basic Document under any circumstances,    
except (i) for its own willful misconduct, gross negligence or bad faith (ii) in
the case of the inaccuracy of any representation or warranty contained in       
Section 6.03 expressly made by the Owner Trustee. In particular, but not by way 
of limitation (and subject to the exceptions set forth in the preceding         
sentence):                                                                      

    (a) The Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance with the instructions of the         
Certificateholders and with the prior written consent of the Note Insurer       
permitted under this Trust Agreement;                                           

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

(c) Under no circumstances shall the Owner Trustee be liable for      
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;                                     

 (d) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution hereof 
by the Depositor or for the form, character, genuineness, sufficiency, value or 
validity of any of the Owner Trust Estate, or for or in respect of the validity 
or sufficiency of the Basic Documents, the Notes, the Certificates, other than  
the certificate of authentication on the Certificates, if executed by the Owner 
Trustee and the Owner Trustee shall in no event assume or incur any liability,  
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the Basic Documents;    

   (e) The execution, delivery, authentication and performance by it of this
Trust Agreement will not require the authorization, consent or approval of, the 
giving of notice to, the filing or registration with, or the taking of any other
action with respect to, any governmental authority or agency;                   

    (f) The Owner Trustee shall not be liable for the default or misconduct of
the Depositor, Indenture Trustee, Certificate Registrar or the Servicer under   
any of the Basic Documents or otherwise and the Owner Trustee shall have no     
obligation or liability to perform the obligations of                           

EX-4.2
24th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 24th
20

the Trust under this Trust Agreement or the Basic Documents that are required to
be performed by the Indenture Trustee under the Indenture or the Seller under   
the Sale and Servicing Agreement; and                                           

   (g) The Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust Agreement, or to  
institute, conduct or defend any litigation under this Trust Agreement or       
otherwise or in relation to this Trust Agreement or any Basic Document, at the  
request, order or direction of any of the Certificateholders, unless such       
Certificateholders have offered to the Owner Trustee security or indemnity      
satisfactory to it against the costs, expenses and liabilities that may be      
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Trust Agreement or in any   
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its gross negligence or willful misconduct in the  
performance of any such act.                                                    

   (h) The Owner Trustee shall not be liable for any errors in judgment made
in good faith by a Responsible Officer of the Owner Trustee unless negligent in 
ascertaining pertinent facts.                                                   

   Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish to
the Securityholders promptly upon receipt of a written reasonable request       
therefor, duplicates or copies of all reports, notices, requests, demands,      
certificates, financial statements and any other instruments furnished to the   
Trust under the Basic Documents.                                                

Section 6.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the                
Certificateholders and the Note Insurer, that:                                  

     (a) It is a banking corporation duly organized and validly existing in good
standing under the laws of the State of Delaware. It has all requisite corporate
power and authority to execute, deliver and perform its obligations under this  
Trust Agreement;                                                                

    (b) It has taken all corporate action necessary to authorize the execution
and delivery by it of this Trust Agreement, and this Trust Agreement will be    
executed and delivered by one of its officers who is duly authorized to execute 
and deliver this Trust Agreement on its behalf;                                 

   (c) Neither the execution nor the delivery by it of this Trust Agreement,
nor the consummation by it of the transactions contemplated hereby nor          
compliance by it with any of the terms or provisions hereof will contravene any 
federal or Delaware law, governmental rule or regulation of the State of        
Delaware or the United States governing the banking or trust powers of the Owner
Trustee or any judgment or order binding on it, or constitute any default under 
its charter documents or bylaws or any indenture, mortgage, contract, agreement 
or instrument to which it is a party or by which any of its properties may be   
bound;                                                                          

(d) This Trust Agreement, assuming due authorization, execution and   
delivery by the Owner Trustee and the Depositor, constitutes a valid, legal and 
binding obligation of the Owner Trustee, enforceable against it in accordance   
with the terms hereof subject to applicable bankruptcy, insolvency,             
reorganization, moratorium and other laws affecting the enforcement of          
creditors' rights                                                               

EX-4.2
25th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 25th
21

generally and to general principles of equity, regardless of whether such       
enforcement is considered in a proceeding in equity or at law;                  

     (e) The Owner Trustee is not in default with respect to any order or decree
of any court or any order, regulation or demand of any Federal, state, municipal
or governmental agency, which default might have consequences that would        
materially and adversely affect the condition (financial or other) or operations
of the Owner Trustee or its properties or might have consequences that would    
materially adversely affect its performance hereunder; and                      

(f) No litigation is pending or, to the best of the Owner Trustee's   
knowledge, threatened against the Owner Trustee which would prohibit its        
entering into this Trust Agreement or performing its obligations under this     
Trust Agreement.                                                                

Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,  
resolution, request, consent, order, certificate, report, opinion, note, or     
other document or paper believed by it to be genuine and believed by it to be   
signed by the proper party or parties. The Owner Trustee may accept 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 method of determination of which is not specifically         
prescribed herein, the Owner Trustee may for all purposes hereof rely on a      
certificate, signed by the president or any vice president or by the treasurer  
or other authorized officers of the relevant party, as to such fact or matter   
and such 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.

 (b) In the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Trust Agreement or the     
Basic Documents, the Owner Trustee (i) may act directly or through its agents,  
attorneys, custodians or nominees (including persons acting under a power of    
attorney) pursuant to agreements entered into with any of them, and the Owner   
Trustee shall not be liable for the conduct or misconduct of such agents,       
attorneys, custodians or nominees (including persons acting under a power of    
attorney) if such persons have been selected by the Owner Trustee in good faith,
and (ii) may consult with counsel, accountants and other skilled persons to be  
selected in good faith and employed by it. The Owner Trustee shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with   
the written opinion or advice of any such counsel, accountants or other such    
Persons and not contrary to this Trust Agreement or any Basic Document.         

     Section 6.05. Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created Wilmington Trust Company acts
solely as Owner Trustee hereunder and not in its individual capacity, and all   
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any Basic Document shall look only to   
the Owner Trust Estate for payment or satisfaction thereof.                     

Section 6.06. Owner Trustee Not Liable for Certificates or Related    
Documents. The recitals contained herein and in the Certificates (other than the
signatures of the Owner Trustee on the                                          

EX-4.2
26th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 26th
22

Certificates) shall be taken as the statements of the Depositor, and the Owner  
Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Trust        
Agreement, of any Basic Document or of the Certificates (other than the         
signatures of the Owner Trustee on the Certificates) or the Notes, or of any    
Related Documents. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Owner Trust Estate or its      
ability to generate the payments to be distributed to Certificateholders under  
this Trust Agreement or the Noteholders under the Indenture, including          
compliance by the Depositor or the Seller with any warranty or representation   
made under any Basic Document or in any related document or the accuracy of any 
such warranty or representation, or any action of the Certificate Paying Agent, 
the Certificate Registrar or the Indenture Trustee taken in the name of the     
Owner Trustee.                                                                  

Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner 
Trustee in its individual or any other capacity may, subject to Section 3.05,   
become the owner or pledgee of Certificates or Notes and may deal with the      
Depositor, the Seller, the Certificate Paying Agent, the Certificate Registrar  
and the Indenture Trustee in transactions with the same rights as it would have 
if it were not Owner Trustee.                                                   

    Section 6.08. Payments from Owner Trust Estate. All payments to be made by
the Owner Trustee or Paying Agent under this Trust Agreement or any of the Basic
Documents to which the Owner Trustee is a party shall be made only from the     
income and proceeds of the Owner Trust Estate or from other amounts required to 
be provided by the Certificateholders and only to the extent that the Owner     
Trust shall have received income or proceeds from the Owner Trust Estate or the 
Certificateholders to make such payments in accordance with the terms hereof.   
Wilmington Trust Company, in its individual capacity, shall not be liable for   
any amounts payable under this Trust Agreement or any of the Basic Documents to 
which the Owner Trustee is a party.                                             

Section 6.09. Doing Business in Other Jurisdictions. Notwithstanding  
anything contained herein to the contrary, neither Wilmington Trust Company nor 
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will, even after the 
appointment of a co-trustee or separate trustee in accordance with Section 9.05 
hereof, (i) require the consent or approval or authorization or order of or the 
giving of notice to, or the registration with or the taking of any other action 
in respect of, any state or other governmental authority or agency of any       
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or   
other governmental charge under the laws of the State of Delaware becoming      
payable by Wilmington Trust Company; or (iii) subject Wilmington Trust Company  
to personal jurisdiction in any jurisdiction other than the State of Delaware   
for causes of action arising from acts unrelated to the consummation of the     
transactions by Wilmington Trust Company or the Owner Trustee, as the case may  
be, contemplated hereby.                                                        

 Section 6.10. Liability of Certificate Registrar and Certificate Paying
Agent. All provisions affording protection to or limiting the liability of the  
Owner Trustee shall inure as well to the Certificate Registrar and Certificate  
Paying Agent.                                                                   

EX-4.2
27th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 27th
23

 ARTICLE VII

 Compensation of Owner Trustee

   Section 7.01. Owner Trustee's Fees and Expenses. Wilmington Trust Company
shall receive as compensation for its services hereunder such fees as have been 
separately agreed upon before the date hereof, and the Owner Trustee shall be   
reimbursed by the Depositor or the Servicer for its reasonable expenses         
hereunder and under the Basic Documents, including the reasonable compensation, 
expenses and disbursements of such agents, representatives, experts and counsel 
as Wilmington Trust Company may reasonably employ in connection with the        
exercise and performance of its rights and its duties hereunder and the duties  
of the Issuer under the Basic Documents pursuant to a separate fee agreement    
between Wilmington Trust Company and Superior Bank FSB. In the event of a       
default in any payment of such fees and expenses by the Depositor or Servicer,  
the Owner Trustee hereby agrees that it will continue to act as Owner Trustee   
hereunder and perform its duties hereunder and the duties of the Issuer under   
the Basic Documents. This Section 7.01 shall survive termination of this Trust  
Agreement.                                                                      

  Section 7.02. Indemnification. The Depositor shall indemnify, defend and
hold harmless the Owner Trustee and the Certificate Paying Agent, solely in its 
capacity as Certificate Paying Agent, and their respective successors, assigns, 
agents and servants (collectively, the "Indemnified Parties") from and against, 
any and all liabilities, obligations, losses, damages, taxes, claims, actions   
and suits, and any and all reasonable costs, expenses and disbursements         
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or 
asserted against any Indemnified Party in any way relating to or arising out of 
this Trust Agreement, the Basic Documents, the Owner Trust Estate, the          
administration of the Owner Trust Estate or the action or inaction of the Owner 
Trustee and the Certificate Paying Agent, solely in its capacity as Certificate 
Paying Agent, hereunder, provided, that:                                        

         (i) the Depositor shall not be liable for or required to indemnify an
   Indemnified Party from and against Expenses arising or resulting from the
     Owner Trustee's or the Certificate Paying Agent's willful misconduct, gross
negligence or bad faith or as a result of any inaccuracy of a         
   representation or warranty of the Owner Trustee contained in Section 6.03
expressly made by the Owner Trustee;                                  

         (ii) with respect to any such claim, the Indemnified Party shall have
   given the Depositor written notice thereof promptly after the Indemnified
Party shall have actual knowledge thereof;                            

       (iii) while maintaining control over its own defense, the Depositor
 shall consult with the Indemnified Party in preparing such defense; and

        (iv) notwithstanding anything in this Agreement to the contrary, the
     Depositor shall not be liable for settlement of any claim by an Indemnified
     Party entered into without the prior consent of the Depositor which consent
shall not be unreasonably withheld.                                   

EX-4.2
28th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 28th
24

    The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the Certificate Paying Agent or the         
termination of this Trust Agreement. In the event of any claim, action or       
proceeding for which indemnity will be sought pursuant to this Section 7.02, the
Owner Trustee's or the Certificate Paying Agent's choice of legal counsel, if   
other than the legal counsel retained by the Owner Trustee or the Certificate   
Paying Agent in connection with the execution and delivery of this Trust        
Agreement, shall be subject to the approval of the Depositor, which approval    
shall not be unreasonably withheld. In addition, upon written notice to the     
Owner Trustee or the Certificate Paying Agent and with the consent of the Owner 
Trustee or the Certificate Paying Agent which consent shall not be unreasonably 
withheld, the Depositor has the right to assume the defense of any claim, action
or proceeding against the Owner Trustee or the Certificate Paying Agent.        

EX-4.2
29th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 29th
25

ARTICLE VIII

Termination of Trust Agreement

Section 8.01. Termination of Trust Agreement. (a) This Trust Agreement
(other than Article VII) and the Trust shall dissolve wind up and terminate in  
accordance with Section 3808 of the Delaware Business Statute and be of no      
further force or effect upon the earliest of (i) the final distribution of all  
moneys or other property or proceeds of the Owner Trust Estate in accordance    
with the terms of the Indenture and this Trust Agreement or (ii) purchase by the
Servicer or the Majority Certificateholder of all Mortgage Loans pursuant to    
Section 11.01 of the Sale and Servicing Agreement; provided in each case that   
all amounts owing to the Noteholders and the Note Insurer to the extent payable 
from the Owner Trust Estate or proceeds thereof have been paid in full and that 
all obligations under the Indenture have been discharged. The bankruptcy,       
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(x) operate to terminate this Trust Agreement or the Trust or (y) entitle such  
Certificateholder's legal representatives or heirs to claim an accounting or to 
take any action or proceeding in any court for a partition or winding up of all 
or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the  
rights, obligations and liabilities of the parties hereto.                      

  (b) Except as provided in Section 8.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.           

 (c) Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the         
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to Certificateholders  
and the Note Insurer mailed within five Business Days of receipt of notice of   
the final payment on the Notes from the Indenture Trustee, stating (i) the      
Payment Date upon or with respect to which final payment of the Certificates    
shall be made upon presentation and surrender of the Certificates at the office 
of the Certificate Paying Agent therein designated, (ii) the amount of any such 
final payment and (iii) that the Record Date otherwise applicable to such       
Payment Date is not applicable, payments being made only upon presentation and  
surrender of the Certificates at the office of the Certificate Paying Agent     
therein specified. The Certificate Paying Agent shall give such notice to the   
Owner Trustee and the Certificate Registrar at the time such notice is given to 
Certificateholders. Upon presentation and surrender of the Certificates, the    
Certificate Paying Agent shall cause to be distributed to Certificateholders    
amounts distributable on such Payment Date pursuant to Section 5.01.            

   In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the 
above mentioned written notice, the Certificate Paying Agent shall give a second
written notice to the remaining Certificateholders to surrender their           
Certificates for cancellation and receive the final distribution with respect   
thereto. Subject to applicable laws with respect to escheat of funds, if within 
one year following the Payment Date on which final payment of the Certificates  
was to have been made pursuant to Section 3.03 of the Indenture, all the        
Certificates shall not have been surrendered for cancellation, the Certificate  
Paying Agent may take appropriate steps, or may appoint an agent to take        
appropriate steps, to                                                           

EX-4.2
30th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 30th
26

contact the remaining Certificateholders concerning surrender of their          
Certificates, and the cost thereof shall be paid out of the funds and other     
assets that shall remain subject to this Trust Agreement. Any funds remaining in
the Certificate Distribution Account after exhaustion of such remedies shall be 
distributed by the Certificate Paying Agent to the Certificateholders.          

     (d) Upon the winding up of the Trust and its termination, the Owner Trustee
shall cause the Certificate of Trust to be cancelled by filing a certificate of 
cancellation with the Secretary of State in accordance with the provisions of   
Section 3810(c) of the Business Trust Statute.                                  

EX-4.2
31st Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 31st
27

ARTICLE IX

Successor Owner Trustees and Additional Owner Trustees

     Section 9.01. Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Business Trust Statute; authorized to exercise corporate trust powers;   
having a combined capital and surplus of at least $50,000,000 and subject to    
supervision or examination by federal or state authorities; or is otherwise     
acceptable to the Rating Agencies and the Note Insurer. If such corporation     
shall publish reports of condition at least annually pursuant to law or to the  
requirements of the aforesaid supervising or examining authority, then for the  
purpose of this Section, the combined capital and surplus 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. In case at any time the Owner Trustee  
shall cease to be eligible in accordance with the provisions of this Section    
9.01, the Owner Trustee shall resign immediately in the manner and with the     
effect specified in Section 9.02.                                               

  Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days  
prior written notice thereof to the Indenture Trustee, the Note Insurer and the 
Depositor. Upon receiving such notice of resignation, the Depositor shall       
promptly appoint a successor Owner Trustee with the consent of the Note Insurer,
by written instrument, in duplicate, one copy of which instrument shall be      
delivered to the resigning Owner Trustee and to the successor Owner Trustee. If 
no successor Owner Trustee shall have been so appointed and have accepted       
appointment within 30 days after the giving of such notice of resignation, the  
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.                                       

   If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written      
request therefor by the Depositor or the Note Insurer, or if at any time the    
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or  
insolvent, or a receiver of the Owner Trustee or of its property shall be       
appointed, or any public officer shall take charge or control of the Owner      
Trustee or of its property or affairs for the purpose of rehabilitation,        
conservation or liquidation, then the Depositor may remove the Owner Trustee    
with the consent of the Note Insurer.                                           

Any resignation or removal of the Owner Trustee and appointment of a  
successor Owner Trustee pursuant to any of the provisions of this Section shall 
not become effective until acceptance of appointment by the successor Owner     
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to   
the outgoing Owner Trustee. The Servicer shall provide notice of such           
resignation or removal of the Owner Trustee to each of the Rating Agencies.     

Section 9.03. Successor Owner Trustee. Any successor Owner Trustee    
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee, the Note Insurer and to its predecessor Owner Trustee an     
instrument accepting such appointment under this Trust Agreement, and thereupon 
the resignation or removal of the predecessor Owner Trustee shall become        
effective, and such successor Owner Trustee, without any further act, deed or   
conveyance,                                                                     

EX-4.2
32nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 32nd
28

shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Trust Agreement, with like effect as if originally   
named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its 
fees and expenses deliver to the successor Owner Trustee all documents and      
statements and monies held by it under this Trust Agreement; and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other      
things as may reasonably be required for fully and certainly vesting and        
confirming in the successor Owner Trustee all such rights, powers, duties and   
obligations.                                                                    

 No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee 
shall be eligible pursuant to Section 9.01.                                     

 Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, such successor Owner Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Note Insurer and the Rating      
Agencies and shall file a certificate of amendment to the Certificate of Trust  
reflecting the successor Owner Trustee's name and address.                      

 Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be      
consolidated, or any Person resulting from any merger, conversion or            
consolidation to which the Owner Trustee shall be a party, or any Person        
succeeding to all or substantially all of the corporate trust business of the   
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without   
the execution or filing of any instrument or any further act on the part of any 
of the parties hereto, anything herein to the contrary notwithstanding;         
provided, that such Person shall be eligible pursuant to Section 9.01 and,      
provided, further, that the Owner Trustee shall mail notice of such merger or   
consolidation to the Rating Agencies and the Note Insurer.                      

Section 9.05. Appointment of Co-Trustee or Separate Trustee.          
Notwithstanding any other provisions of this Trust Agreement, at any time, for  
the purpose of meeting any legal requirements of any jurisdiction in which any  
part of the Owner Trust Estate may at the time be located, the Owner Trustee    
shall have the power and shall execute and deliver all instruments to appoint   
one or more Persons to act as co-trustee, jointly with the Owner Trustee, or as 
separate trustee or trustees, of all or any part of the Owner Trust Estate, and 
to vest in such Person, in such capacity, such title to the Trust or any part   
thereof and, subject to the other provisions of this Section, such powers,      
duties, obligations, rights and trusts as the Owner Trustee may consider        
necessary or desirable. No co- trustee or separate trustee under this Trust     
Agreement shall be required to meet the terms of eligibility as a successor     
Owner Trustee pursuant to Section 9.01 and no notice of the appointment of any  
co-trustee or separate trustee shall be required pursuant to Section 9.03.      

     Each separate trustee and co-trustee shall, to the extent permitted by law,
be appointed and act subject to the following provisions and conditions:        

  (a) All rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the     
Owner Trustee and such separate trustee or co-trustee jointly (it being         
understood that such separate trustee or co-trustee is not                      

EX-4.2
33rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 33rd
29

authorized to act separately without the Owner Trustee joining in such act),    
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed, the Owner Trustee shall be          
incompetent or unqualified to perform such act or acts, in which event such     
rights, powers, duties and obligations (including the holding of title to the   
Owner Trust Estate or any portion thereof in any such jurisdiction) shall be    
exercised and performed singly by such separate trustee or co-trustee, but      
solely at the direction of the Owner Trustee;                                   

 (b) No trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Trust Agreement;  
and                                                                             

   (c) The Owner Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.                                             

  Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any     
separate trustee or co-trustee shall refer to this Trust Agreement and the      
conditions of this Article. Each separate trustee and co-trustee, upon its      
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner       
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust Agreement, specifically including every provision of this Trust   
Agreement relating to the conduct of, affecting the liability of, or affording  
protection to, the Owner Trustee. Each such instrument shall be filed with the  
Owner Trustee and a copy thereof given to the Note Insurer.                     

Any separate trustee or co-trustee may at any time appoint the Owner  
Trustee as its agent or attorney-in-fact with full power and authority, to the  
extent not prohibited by law, to do any lawful act under or in respect of this  
Trust Agreement on its behalf and in its name. If any separate trustee or       
co-trustee shall die, become incapable of acting, resign or be removed, all of  
its estates, properties, rights, remedies and trusts shall vest in and be       
exercised by the Owner Trustee, to the extent permitted by law, without the     
appointment of a new or successor co-trustee or separate trustee.               

EX-4.2
34th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 34th
30

 ARTICLE X

 Miscellaneous

 Section 10.01. Amendments. (a) This Trust Agreement may be amended from
time to time by the parties hereto, with the prior consent of LaSalle Bank      
National Association (which consent shall not be unreasonably withheld) and the 
prior written consent of the Note Insurer, as specified in this Section,        
provided that any amendment, except as provided in subparagraph (e) below, be   
accompanied by an Opinion of Counsel addressed to the Owner Trustee and the Note
Insurer and obtained by the Servicer to the effect that such amendment (i)      
complies with the provisions of this Section and (ii) would not cause the Trust 
(if Superior Bank FSB were not the Holder of 100% of the Certificates) to be    
subject to an entity level tax for federal income tax purposes.                 

     (b) If the purpose of the amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not covered (i.e. to give effect to the intent of the parties and, if           
applicable, to the expectations of the Holders), it shall not be necessary to   
obtain the consent of any Holders, but the consent of the Note Insurer shall be 
required and the Owner Trustee and the Indenture Trustee shall be furnished with
(A) confirmation in writing from each of the Rating Agencies that the amendment 
will not result in the qualification, downgrading or withdrawal of the rating   
then assigned to any Note without taking into account the Note Insurance Policy 
or (B) an Opinion of Counsel obtained by the Servicer to the effect that such   
action will not adversely affect in any material respect the interests of any   
Holders.                                                                        

         (c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding, it shall   
not be necessary to obtain the consent of any Holder, but the Owner Trustee     
shall be furnished with an Opinion of Counsel obtained by the Servicer that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not materially adverse to any Holder.                                           

      (d) If the purpose of the amendment is to add or eliminate or change
any provision of this Trust Agreement other than as contemplated in (b) and (c) 
above, the amendment shall require (A) an Opinion of Counsel obtained by the    
Servicer to the effect that such action will not adversely affect in any        
material respect the interests of any Holders, (B) the consent of the Note      
Insurer and (C) either (a) confirmation in writing from each of the Rating      
Agencies that the amendment will not result in the qualification, downgrading or
withdrawal of the rating then assigned to any Note without taking into account  
the Note Insurance Policy or (b) the consent of Holders of Certificates         
evidencing a majority of the Percentage Interests in the Certificates and the   
Indenture Trustee; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received that are    
required to be distributed on any Certificate without the consent of the related
Certificateholder, or (ii) reduce the aforesaid percentage of Certificates the  
Holders of which are required to consent to any such amendment, without the     
consent of the Holders of all such Certificates then outstanding.               

     (e) If the purpose of the amendment is to provide for the holding of any of
the Certificates in book-entry form, it shall require the consent of Holders of 
all such Certificates then                                                      

EX-4.2
35th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 35th
31

outstanding but the consent of the Note Insurer shall be required; provided,    
that the Opinion of Counsel specified in subparagraph (a) above shall not be    
required.                                                                       

(f) If the purpose of the amendment is to provide for the issuance of 
additional certificates representing an interest in the Trust, it shall not be  
necessary to obtain the consent of any Holder, but the consent of the Note      
Insurer shall be required and the Owner Trustee shall be furnished with (A) an  
Opinion of Counsel obtained by the Servicer to the effect that such action will 
not adversely affect in any material respect the interests of any Holders and   
(B) confirmation in writing from each of the Rating Agencies that the amendment 
will not result in the qualification, downgrading or withdrawal of the rating   
then assigned to any Note without taking into account the Note Insurance Policy.

(g) Promptly after the execution of any such amendment or consent, the
Servicer shall furnish written notification of the substance of such amendment  
or consent to each Certificateholder, the Indenture Trustee, the Note Insurer   
and each of the Rating Agencies. It shall not be necessary for the consents     
required pursuant to this Section 10.01 to approve the particular form of any   
proposed amendment or consent, but it shall be sufficient if such consent shall 
approve the substance thereof. The manner of obtaining such consents (and any   
other consents provided for in this Trust Agreement or in any other Basic       
Document) and of evidencing the authorization of the execution thereof shall be 
subject to such reasonable requirements as the Owner Trustee may prescribe.     

   (h) In connection with the execution of any amendment to any agreement to
which the Trust is a party, other than this Trust Agreement, the Owner Trustee  
shall be entitled to receive and conclusively rely upon an Opinion of Counsel to
the effect that such amendment is authorized or permitted by the documents      
subject to such amendment and that all conditions precedent in the Basic        
Documents for the execution and delivery thereof by the Trust or the Owner      
Trustee, as the case may be, have been satisfied.                               

    Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State of the State of Delaware.                                                 

     Section 10.02. No Legal Title to Owner Trust Estate. The Certificateholders
shall not have legal title to any part of the Owner Trust Estate solely by      
virtue of their status as a Certificateholder. The Certificateholders shall be  
entitled to receive distributions with respect to their undivided beneficial    
interest therein only in accordance with Articles V and VIII. No transfer, by   
operation of law or otherwise, of any right, title or interest of the           
Certificateholders to and in their ownership interest in the Owner Trust Estate 
shall operate to terminate this Trust Agreement or the trusts hereunder or      
entitle any transferee to an accounting or to the transfer to it of legal title 
to any part of the Owner Trust Estate                                           

  Section 10.03. Limitations on Rights of Others. Except for Section 2.07,
the provisions of this Trust Agreement are solely for the benefit of the Owner  
Trustee, the Depositor, the Certificateholders, the Note Insurer, and, to the   
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than Section 2.07), whether express or   
implied, shall be construed to give to any other Person any legal or equitable  
right, remedy                                                                   

EX-4.2
36th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 36th
32

or claim in the Owner Trust Estate or under or in respect of this Trust         
Agreement or any covenants, conditions or provisions contained herein.          

Section 10.04. Notices. (a) Unless otherwise expressly specified or   
permitted by the terms hereof, all notices shall be in writing and shall be     
deemed given upon receipt, to the Owner Trustee at: Wilmington Trust Company,   
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate 
Trust Adminstration, AFC Trust Series 2000-2; to the Depositor at: Superior Bank
FSB, One Lincoln Centre, Oakbrook Terrace, Illinois 60181; Attention: President;
to the Indenture Trustee and the Certificate Paying Agent at: LaSalle Bank      
National Association, 135 South LaSalle Street, Suite 1625 Chicago, Illinois    
60674-4107; Attention: Asset-Backed Securities Trust Service Department - AFC   
Trust Series 2000-2; to the Note Insurer, MBIA Insurance Corporation, 113 King  
Street, Armonk, New York 10504 Attention: Insured Portfolio                     
Management-Structured Finance (IPM-SF) (AFC Trust, Series 2000-2), as to each   
party, at such other address as shall be designated by such party in a written  
notice to each other party.                                                     

 (b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such     
Holder as shown in the Certificate Register. Any notice so mailed within the    
time prescribed in this Trust Agreement shall be conclusively presumed to have  
been duly given, whether or not the Certificateholder receives such notice.     

    (c) A copy of any notice delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.                                             

    Section 10.05. Severability. Any provision of this Trust Agreement that is
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 10.06. Separate Counterparts. This Trust 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 10.07. Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to   
the benefit of, each of the Depositor, the Owner Trustee and its successors and 
each Certificateholder and its successors and permitted assigns, all as herein  
provided and the Note Insurer. Any request, notice, direction, consent, waiver  
or other instrument or action by a Certificateholder shall bind the successors  
and assigns of such Certificateholder.                                          

  Section 10.08. No Petition. The Depositor will not at any time institute
against the Trust any bankruptcy proceeding under any United States federal or  
State bankruptcy or similar law. The Owner Trustee, by entering into this Trust 
Agreement and each Certificateholder, by accepting a Certificate, hereby        
covenant and agree that they will not at any time institute against the         
Depositor or the Trust, or join in any institution against the Depositor or the 
Trust of, any bankruptcy                                                        

EX-4.2
37th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 37th
33

proceedings under any United States federal or state bankruptcy or similar law  
in connection with any obligations to the Certificates, the Notes, this Trust   
Agreement or any of the Basic Documents. This Section shall survive for one year
following the termination of this Trust Agreement.                              

Section 10.09. No Recourse. Each Certificateholder by accepting a     
Certificate acknowledges that such Certificateholder's Certificates represent   
beneficial interests in the Trust only and do not represent interests in or     
obligations of the Depositor, the Seller, the Servicer, the Owner Trustee, the  
Indenture Trustee or any Affiliate thereof and no recourse may be had against   
such parties or their assets, except as may be expressly set forth or           
contemplated in this Trust Agreement, the Certificates or the Basic Documents.  

    Section 10.10. 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 provisions hereof.                                              

  Section 10.11. GOVERNING LAW. THIS TRUST 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 10.12. Integration. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and  
supersedes all prior agreements and understanding pertaining thereto.           

Section 10.13. Benefits of Trust Agreement. The Note Insurer and its  
successors and assigns shall be a third-party beneficiary to the provisions of  
this Trust Agreement. To the extent that this Trust Agreement confers upon or   
gives or grants to the Note Insurer any right, remedy or claim under or by      
reason of this Trust Agreement, the Note Insurer may enforce any such right,    
remedy or claim conferred, given or granted hereunder. Nothing in this Trust    
Agreement shall give to any Person other than the parties hereto and their      
successors hereunder, and the Note Insurer, any benefit or any legal or         
equitable right, remedy or claim under this Trust Agreement, provided, however, 
that the Owner Trustee shall not be deemed as a fiduciary to the Note Insurer.  

EX-4.2
38th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 38th
34

   IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their
names to be signed hereto by their respective officers thereunto duly           
authorized, all as of the day and year first above written.                     

           SUPERIOR BANK FSB

                     By:   /s/    JOHN SORICELLI
                                     -------------------------------
                           Name:  John Soricelli
                           Title: Vice President

                                     WILMINGTON TRUST COMPANY, as Owner Trustee,

                          By:   /s/    W. CHRIS SPONENBERG
                                     -------------------------------
                                Name:  W. Chris Sponenberg
                                     Title: Assistant Vice President

Acknowledged and Agreed:                                                        

LASALLE BANK NATIONAL                                                           
ASSOCIATION, as Certificate Registrar                                       
and Certificate Paying Agent                                                

By:      /s/      BARBARA L. MARIK                                              
---------------------------------                             
Name:    Barbara L. Marik                                     
Title:   Assistant Vice President                             

EX-4.2
39th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 39th
 EXHIBIT A
 Form of Certificate

[Face]

     THIS CERTIFICATE IS SUBORDINATE TO THE NOTES AS DESCRIBED IN THE INDENTURE.

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE  
REGISTRAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL AS DESCRIBED IN THE TRUST   
AGREEMENT.                                                                      

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE  
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON- FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.      

THIS 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 WHICH ARE EXEMPT FROM            
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED  
TO HEREIN.                                                                      

  NO TRANSFER OF CERTIFICATES OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR CERTAIN OTHER RETIREMENT PLANS AND ARRANGEMENTS,       
INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND BANK    
COLLECTIVE INVESTMENT FUNDS AND INSURANCE COMPANY GENERAL OR SEPARATE ACCOUNTS  
IN WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED, THAT ARE SUBJECT TO 
ERISA, OR SECTION 4975 OF THE CODE (COLLECTIVELY, "PLAN"), ANY PERSON ACTING,   
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH 
CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT  
OF LABOR REGULATION PROMULGATED AT 29 C.F.R. SS.2510.3-101 ("PLAN ASSETS")      
UNLESS THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE      
SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE       
SATISFACTION OF THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND 
THE SERVICER THAT THE PURCHASE OF CERTIFICATES IS PERMISSIBLE UNDER APPLICABLE  
LAW, WILL NOT CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR 
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE OWNER TRUSTEE, 
THE CERTIFICATE REGISTRAR OR THE SERVICER TO ANY                                

EX-4.2
40th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 40th
 A-2

OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR    
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST          
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR,   
THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE SERVICER. IN LIEU OF SUCH   
OPINION OF COUNSEL, A PLAN, ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF
OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH PLAN ASSETS OF A
PLAN MAY PROVIDE A CERTIFICATION IN THE FORM OF EXHIBIT G TO THE TRUST          
AGREEMENT, WHICH THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND
THE SERVICER MAY RELY UPON WITHOUT FURTHER INQUIRY OR INVESTIGATION. NEITHER AN 
OPINION OF COUNSEL NOR A CERTIFICATION WILL BE REQUIRED IN CONNECTION WITH THE  
INITIAL TRANSFER OF ANY SUCH CERTIFICATE BY THE DEPOSITOR TO AN AFFILIATE OF THE
DEPOSITOR (IN WHICH CASE, THE DEPOSITOR OR ANY AFFILIATE THEREOF SHALL HAVE     
DEEMED TO HAVE REPRESENTED THAT SUCH AFFILIATE IS NOT A PLAN OR A PERSON        
INVESTING PLAN ASSETS OF ANY PLAN) AND THE OWNER TRUSTEE AND THE CERTIFICATE    
REGISTRAR SHALL BE ENTITLED TO CONCLUSIVELY RELY UPON A REPRESENTATION (WHICH,  
UPON THE REQUEST OF THE OWNER TRUSTEE OR THE CERTIFICATE REGISTRAR, SHALL BE A  
WRITTEN REPRESENTATION) FROM THE DEPOSITOR OF THE STATUS OF SUCH TRANSFEREE AS  
AN AFFILIATE OF THE DEPOSITOR.                                                  

 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE
OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST
AGREEMENT OR THE BASIC DOCUMENTS.                                               

EX-4.2
41st Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 41st
 A-3

Certificate No. ___                      Certificate Percentage Interest of this
                         Certificate: _________%

Cut-off Date: June 1, 2000                                                      

Date of                                                                         
Trust Agreement:                                                                
June 1, 2000                                                                    

Servicer:  Superior Bank FSB                                                    

 AFC TRUST SERIES 2000-2

Evidencing a fractional undivided equity interest in the Owner Trust  
Estate, the property of which consists primarily of the Mortgage Loans held by  
AFC Trust Series 2000-2 (the "Trust"), a Delaware business trust formed by      
SUPERIOR BANK FSB, AS DEPOSITOR, pursuant to the Trust Agreement referred to    
below.                                                                          

     This certifies that ________________________ is the registered owner of the
Percentage Interest represented hereby.                                         

  The Trust was created pursuant to a Trust Agreement, dated as of June 1,
2000 (as amended and supplemented from time to time, the "Trust Agreement")     
between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee", which term includes any successor entity under the Trust Agreement), a
summary of certain of the pertinent provisions of which is set forth            
hereinafter. This 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 Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

This Certificate is one of a duly authorized issue of AFC Trust       
Certificates, Series 2000-2 (herein called the "Certificates") issued under the 
Trust Agreement to which reference is hereby made for a statement of the        
respective rights thereunder of the Depositor, the Owner Trustee and the Holders
of the Certificates and the terms upon which the Certificates are executed and  
delivered. All terms used in this Certificate which are defined in the Trust    
Agreement shall have the meanings assigned to them in the Trust Agreement. The  
Owner Trust Estate consists of the Mortgage Loans held by the Trust. The rights 
of the Holders of the Certificates are subordinated to the rights of the Holders
of the Notes, as set forth in the Indenture, dated as of June 1, 2000 , between 
the Trust and LaSalle Bank National Association, as Indenture Trustee (the      
"Indenture").                                                                   

  There will be distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (each, a "Payment Date"),      
commencing on July 25, 2000, to the Person                                      

EX-4.2
42nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 42nd
 A-4

in whose name this Certificate is registered at the close of business on the    
last Business Day of the month preceding the month of such Payment Date (the    
"Record Date"), such Certificateholder's Percentage Interest in the amount to be
distributed to Certificateholders on such Payment Date.                         

   The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Payment Account that have    
been released from the Lien of the Indenture for payment hereunder and that     
neither the Owner Trustee in its individual capacity nor the Depositor is       
personally liable to the Certificateholders for any amount payable under this   
Certificate or the Trust Agreement or, except as expressly provided in the Trust
Agreement, subject to any liability under the Trust Agreement.                  

   The Holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the    
rights of the Noteholders as described in the Indenture.                        

   The Depositor and each Certificateholder, by acceptance of a Certificate,
agree to treat, and to take no action inconsistent with the treatment of, the   
Certificates for federal, state and local income tax purposes as an equity      
interest in the Trust.                                                          

   Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the   
Depositor, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, 
or other proceedings under any United States federal or state bankruptcy or     
similar law in connection with any obligations relating to the Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.                       

 Distributions on this Certificate will be made as provided in the Trust
Agreement by the Certificate Paying Agent by wire transfer or check mailed to   
the Certificateholder of record in the Certificate Register without the         
presentation or surrender of this Certificate or the making of any notation     
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding 
the above, the final distribution on this Certificate will be made after due    
notice by the Certificate Paying Agent of the pendency of such distribution and 
only upon presentation and surrender of this Certificate at the office or agency
maintained by the Certificate Registrar for that purpose by the Trust in the    
Borough of Manhattan, The City of New York.                                     

  No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the 
registration requirements of the Securities Act and any applicable state        
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to    
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached to the Agreement as Exhibit C (or in  
such form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor) which investment letters shall not be an expense of              

EX-4.2
43rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 43rd
 A-5

the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the    
Depositor and which investment letter states that, among other things, such     
transferee (a) is a "qualified institutional buyer" as defined under Rule 144A, 
acting for its own account or the accounts of other "qualified institutional    
buyers" as defined under Rule 144A, and (b) is aware that the proposed          
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) a     
written Opinion of Counsel acceptable to and in form and substance satisfactory 
to the Certificate Registrar and the Depositor that such transfer may be made   
pursuant to an exemption, describing the applicable exemption and the basis     
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust, the Owner        
Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the   
transferee executes a representation letter, substantially in the form of       
Exhibit D to the Agreement, and the transferor executes a representation letter,
substantially in the form of Exhibit E to the Agreement, each acceptable to and 
in form and substance satisfactory to the Certificate Registrar, the Servicer   
and the Depositor certifying the facts surrounding such transfer, which         
representation letters shall not be an expense of the Trust, the Owner Trustee, 
the Certificate Registrar, the Servicer or the Depositor and (B) the Certificate
of Non-Foreign Status (in substantially the form attached to the Agreement as   
Exhibit D) acceptable to and in form and substance reasonably satisfactory to   
the Certificate Registrar and the Depositor, which certificate shall not be an  
expense of the Trust, the Owner Trustee, the Certificate Registrar or the       
Depositor. The Holder of a Certificate desiring to effect such transfer shall,  
and does hereby agree to, indemnify the Trust, the Owner Trustee, the           
Certificate Registrar, the Servicer and the Depositor 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 Certificates or any interest therein shall be made to any
employee benefit plan or certain other retirement plans and arrangements,       
including individual retirement accounts and annuities, Keogh plans and bank    
collective investment funds and insurance company general or separate accounts  
in which such plans, accounts or arrangements are invested, that are subject to 
ERISA, or Section 4975 of the Code (collectively, "Plan"), any person acting,   
directly or indirectly, on behalf of any such Plan or any Person acquiring such 
certificates with "plan assets" of a Plan within the meaning of the Department  
of Labor Regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")      
unless the Depositor, the Owner Trustee, the Certificate Registrar and the      
Servicer are provided with an Opinion of Counsel which establishes to the       
satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and 
the Servicer that the purchase of Certificates is permissible under applicable  
law, will not constitute or result in any prohibited transaction under ERISA or 
Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, 
the Certificate Registrar or the Servicer to any obligation or liability        
(including obligations or liabilities under ERISA or Section 4975 of the Code)  
in addition to those undertaken in the Trust Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Owner Trustee, the Certificate    
Registrar or the Servicer. In lieu of such Opinion of Counsel, a Plan, any      
Person acting, directly or indirectly, on behalf of any such Plan or any person 
acquiring such Certificates with Plan Assets of a Plan may provide a            
certification in the form of Exhibit G to the Agreement, which the              

EX-4.2
44th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 44th
 A-6

Depositor, the Owner Trustee, the Certificate Registrar and the Servicer may    
rely upon without further inquiry or investigation. Neither an Opinion of       
Counsel nor a certification will be required in connection with the initial     
transfer of any such Certificate by the Depositor to an affiliate of the        
Depositor (in which case, the Depositor or any affiliate thereof shall have     
deemed to have represented that such affiliate is not a Plan or a Person        
investing Plan Assets of any Plan) and the Owner Trustee and the Certificate    
Registrar shall be entitled to conclusively rely upon a representation (which,  
upon the request of the Owner Trustee or the Certificate Registrar, shall be a  
written representation) from the Depositor of the status of such transferee as  
an affiliate of the Depositor.                                                  

No offer, sale, transfer, pledge, hypothecation or other disposition  
(including any pledge, sale or transfer under a repurchase transaction or       
securities loan) of any Certificate shall be made to any transferee unless,     
prior to such disposition, the proposed transferor delivers to the Owner Trustee
an Opinion of Counsel, rendered by a law firm generally recognized to be        
qualified to opine concerning the tax aspects of asset securitization, to the   
effect that such transfer (including any disposition permitted following any    
default under any pledge or repurchase transaction) will not cause the Trust to 
be (i) treated as an association taxable as a corporation for federal income tax
purposes, (ii) taxable as a taxable mortgage pool as defined in Section 7701(i) 
of the Code or (iii) taxable as a "publicly traded partnership" as defined in   
Treasury Regulation section 1.7704-1.                                           

    Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, or an authenticating agent by manual
signature, this Certificate shall not entitle the Holder hereof to any benefit  
under the Trust Agreement or be valid for any purpose.                          

THIS CERTIFICATE 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.                                                      

EX-4.2
45th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 45th
 A-7

  IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.       

                                             WILMINGTON TRUST COMPANY,
                                                  not in its individual capacity
                                               but solely as Owner Trustee

Dated: ____________, 20___                  By:_________________________________
                                                  Authorized Signatory

 CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.  

WILMINGTON TRUST COMPANY,                                                       
not in its individual capacity                                                  
but solely as Owner Trustee                                                     

By:__________________________________________                                   
Authorized Signatory                                                      

or                                                                              
__________________________________________                                
as Authenticating Agent of the Trust                          

By:__________________________________________                                   
Authorized Signatory                                          

EX-4.2
46th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 46th
 A-8

[REVERSE OF CERTIFICATE]

    The Certificates do not represent an obligation of, or an interest in, the
Depositor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or
any Affiliates of any of them and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated herein or in the    
Trust Agreement or the Basic Documents. In addition, this Certificate is not    
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Mortgage   
Loans, all as more specifically set forth herein and in the Trust Agreement. A  
copy of the Trust Agreement may be examined by any Certificateholder upon       
written request during normal business hours at the principal office of the     
Depositor and at such other places, if any, designated by the Depositor.        

The Trust Agreement permits the amendment thereof as specified below, 
provided that any amendment be accompanied by an Opinion of Counsel to the Owner
Trustee to the effect that such amendment complies with the provisions of the   
Trust Agreement and, if Superior Bank FSB was not the Holder of 100% of the     
Certificates, would not cause the Trust to be subject to an entity level tax. If
the purpose of the amendment is to prevent the imposition of any federal or     
state taxes at any time that any Security is outstanding, it shall not be       
necessary to obtain the consent of the any Holder, but the Owner Trustee shall  
be furnished with an Opinion of Counsel that such amendment is necessary or     
helpful to prevent the imposition of such taxes and is not materially adverse to
any Holder. If the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement, other than as specified in the preceding two  
sentences, the amendment shall require the consent of Holders of the            
Certificates evidencing a majority of the Percentage Interests of the           
Certificates and the Indenture Trustee; provided, however, that no such         
amendment shall (i) reduce in any manner the amount of, or delay the time of,   
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder, or (ii) reduce the aforesaid      
percentage of Certificates the Holders of which are required to consent to any  
such amendment without the consent of the Holders of all such Certificates then 
outstanding.                                                                    

As provided in the Trust Agreement and subject to certain limitations 
therein set forth, the transfer of this Certificate is registerable in the      
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies of the Certificate Registrar maintained by  
the Trust in the Borough of Manhattan, The City of New York, accompanied by a   
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of authorized denominations 
evidencing the same aggregate interest in the Trust will be issued to the       
designated transferee. The initial Certificate Registrar appointed under the    
Trust Agreement is LaSalle Bank National Association.                           

  Except as provided in the Trust Agreement, the Certificates are issuable
only in a minimum Certificate Percentage Interest of 10%. As provided in the    
Trust Agreement and subject to certain                                          

EX-4.2
47th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 47th
 A-9

limitations therein set forth, Certificates are exchangeable for new            
Certificates of authorized denominations evidencing the same aggregate          
denomination, as requested by the Holder surrendering the same. No service      
charge will be made for any such registration of transfer or exchange, but the  
Owner Trustee or the Certificate Registrar may require payment of a sum         
sufficient to cover any tax or governmental charge payable in connection        
therewith.                                                                      

    The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar
and any agent of the Owner Trustee, the Certificate Paying Agent, or the        
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Owner Trustee, 
the Certificate Paying Agent, the Certificate Registrar or any such agent shall 
be affected by any notice to the contrary.                                      

     The obligations and responsibilities created by the Trust Agreement and the
Trust created thereby shall terminate as and when provided in accordance with   
the terms of the Trust Agreement.                                               

The holder of this Certificate acknowledges and agrees that Wilmington
Trust Company is executing this Certificate solely in its capacity as Owner     
Trustee under the Trust Agreement and that Wilmington Trust Company shall incur 
no personal liability in connection herewith except by reason of its own gross  
negligence or willful misconduct.                                               

EX-4.2
48th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 48th
A-10

ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR                                                
OTHER IDENTIFYING NUMBER OF ASSIGNEE                                            

--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee) 

--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably           
constituting and appointing                                                     

to transfer said Certificate on the books of the Certificate Registrar, with    
full power of substitution in the premises.                                     

Dated:                                                                          

                                                                            */
                                               ---------------------------------
                                                   Signature Guaranteed:

                                                    ----------------------------
                                                                              */

-----------------                                                               

*/ NOTICE: The signature to this assignment must correspond with the name as it 
appears upon the face of the within Certificate in every particular, without    
alteration, enlargement or any change whatever. Such signature must be          
guaranteed by a member firm of the New York Stock Exchange or a commercial bank 
or trust company.                                                               

EX-4.2
49th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 49th
A-11

                                   DISTRIBUTION INSTRUCTIONS

The assignee should include the following for the information of the  
Certificate Paying Agent:                                                       

    Distribution shall be made by wire transfer in immediately available funds
to ___________________________________________________________________ for the  
account of ________________________________________, account number             
______________, or, if mailed by check, to ______________.                      

Applicable statements should be mailed to__________________.          

                                                  Signature of assignee or agent
                                              (for authorization of wire
                                    transfer only)

EX-4.2
50th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 50th
                                                                       EXHIBIT B
                                                          TO THE TRUST AGREEMENT

 CERTIFICATE OF TRUST OF
 AFC Trust Series 2000-2

       THIS Certificate of Trust of AFC Trust Series 2000-2 (the "Trust"),
dated June ___, 2000, is being duly executed and filed by                       
______________________, a Delaware banking corporation, as trustee, to form a   
business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801 et 
seq.).                                                                          

      1. Name. The name of the business trust formed hereby is AFC Trust
Series 2000-2.                                                                  

        2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is ______________________, _______________,  
__________, ______________, Attention: ______________________________.          

      3. Effective Date. This Certificate shall be effective on June __,
2000.                                                                           

      IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above        
written.                                                                        

                                        WILMINGTON TRUST COMPANY, not in its
                                     individual capacity but solely as
                               owner trustee under a Trust
                                          Agreement dated as of _________, 20___

                                         By:__________________________________
               Name:
                Title:

EX-4.2
51st Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 51st
                                                                       EXHIBIT C

 [FORM OF RULE 144A INVESTMENT REPRESENTATION]

 Description of Rule 144A Securities, including numbers:

 -------------------------------------------------------

 -------------------------------------------------------

 -------------------------------------------------------

 -------------------------------------------------------

        The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer   
(the "Buyer").                                                                  

  1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller   
hereby certifies the following facts: Neither the Seller nor anyone acting on   
its behalf has offered, transferred, pledged, sold or otherwise disposed of the 
Rule 144A Securities, any interest in the Rule 144A Securities or any other     
similar security to, or solicited any offer to buy or accept a transfer, pledge 
or other disposition of the Rule 144A Securities, any interest in the Rule 144A 
Securities or any other similar security from, or otherwise approached or       
negotiated with respect to the Rule 144A Securities, any interest in the Rule   
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other   
manner, or taken any other action, that would constitute a distribution of the  
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933    
Act"), or that would render the disposition of the Rule 144A Securities a       
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule    
144A under the 1933 Act.                                                        

          2. The Buyer warrants and represents to, and covenants with, the Owner
Trustee and the Depositor (as defined in the Trust Agreement (the "Agreement"), 
dated as of June 1, 2000, between Superior Bank FSB, as Depositor and Wilmington
Trust Company, as Owner Trustee pursuant to [Section 3.05] of the Agreement and 
to LaSalle Bank National Association as indenture trustee, as follows:          

             a. The Buyer understands that the Rule 144A Securities have not
    been registered under the 1933 Act or the securities laws of any
state.                                                      

        b. The Buyer considers itself a substantial, sophisticated
  institutional investor having such knowledge and experience in
       financial and business matters that it is capable of evaluating the
merits and risks of investment in the Rule 144A Securities. 

EX-4.2
52nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 52nd
 C-2

            c. The Buyer has been furnished with all information regarding
       the Rule 144A Securities that it has requested from the Seller, the
Indenture Trustee, the Owner Trustee or the Servicer.       

               d. Neither the Buyer nor anyone acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of the Rule 144A
     Securities, any interest in the Rule 144A Securities or any other
  similar security to, or solicited any offer to buy or accept a
          transfer, pledge or other disposition of the Rule 144A Securities, any
      interest in the Rule 144A Securities or any other similar security
        from, or otherwise approached or negotiated with respect to the Rule
          144A Securities, any interest in the Rule 144A Securities or any other
        similar security with, any person in any manner, or made any general
        solicitation by means of general advertising or in any other manner,
          or taken any other action, that would constitute a distribution of the
    Rule 144A Securities under the 1933 Act or that would render the
       disposition of the Rule 144A Securities a violation of Section 5 of
      the 1933 Act or require registration pursuant thereto, nor will it
         act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Rule 144A Securities.       

               e. The Buyer is a "qualified institutional buyer" as that term is
       defined in Rule 144A under the 1933 Act and has completed either of
        the forms of certification to that effect attached hereto as Annex 1
       or Annex 2. The Buyer is aware that the sale to it is being made in
          reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
        for its own account or the accounts of other qualified institutional
     buyers, understands that such Rule 144A Securities 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 1933 Act.                                         

    3. The Buyer warrants and represents to, and covenants with, the
Seller, the Indenture Trustee, Owner Trustee, Servicer and the Depositor that   
either (1) the Buyer is (A) not an employee benefit plan (within the meaning of 
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal 
Revenue Code of 1986 ("Code")), which (in either case) is subject to ERISA or   
Section 4975 of the Code (both a "Plan"), and (B) is not directly or indirectly 
purchasing the Rule 144A Securities on behalf of, as investment manager of, as  
named fiduciary of, as trustee of, or with "plan assets" of a Plan, or (2) the  
Buyer has delivered, and attached hereto, an opinion of its counsel, addressed  
and satisfactory to the Depositor, the Owner Trustee, the Certificate Registrar 
and the Servicer which establishes to the satisfaction of the Depositor, the    
Owner Trustee, the Certificate Registrar and the Servicer that the purchase of  
Certificates is permissible under applicable law, will not constitute or result 
in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Depositor, the Owner Trustee, the Certificate Registrar
or the Servicer to any obligation or liability (including obligations or        
liabilities under ERISA or Section 4975 of the Code)                            

EX-4.2
53rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 53rd
 C-3

in addition to those undertaken in the Trust Agreement between Superior Bank FSB
and Wilmington Trust Company dated as of June 1, 2000, which Opinion of Counsel 
shall not be an expense of the Depositor, the Owner Trustee, the Certificate    
Registrar or the Servicer, or (3) the Buyer has provided, and attached hereto, a
certification in the form of Exhibit G to this Agreement, which the Depositor,  
the Owner Trustee, the Certificate Registrar and the Servicer may conclusively  
rely upon without further inquiry or investigation.                             

       4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so   
executed, shall be deemed to be an original; such counterparts, together, shall 
constitute one and the same document.                                           

         IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.                                                    

________________________                            ___________________________ 
Print Name of Seller                                Print Name of Buyer         

By:_____________________                            By:________________________ 
Name:                                               Name:                 
Title:                                              Title:                

Taxpayer Identification:                            Taxpayer Identification:    

No._____________________                               No._____________________ 

Date:___________________                               Date:___________________ 

EX-4.2
54th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 54th
 C-4

                                                            ANNEX 1 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

 [For Buyers Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:    

  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________(1) in securities (except for   
the excluded securities referred to below) as of the end of the Buyer's most    
recent fiscal year (such amount being calculated in accordance with Rule 144A)  
and (ii) the Buyer satisfies the criteria in the category marked below.         

___  Corporation, etc. The Buyer is a corporation (other than a bank, 
          savings and loan association or similar institution), Massachusetts or
   similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.

___  Bank. The Buyer (a) is a national bank or banking institution    
       organized under the laws of any State, territory or the District of
        Columbia, the business of which is substantially confined to banking
       and is supervised by the State or territorial banking commission or
        similar official or is a foreign bank or equivalent institution, and
        (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements, a copy of which is attached
hereto.                                                     

 ___  Savings and Loan. The Buyer (a) is a savings and loan association,
          building and loan association, cooperative bank, homestead association
          or similar institution, which is supervised and examined by a State or
         Federal authority having supervision over any such institutions or is
        a foreign savings and loan association or equivalent institution and
        (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.                  

----------------                                                                

(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000 
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.             

EX-4.2
55th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 55th
                                   C-5

     ___  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.                     

     ___  Insurance Company. The Buyer is an insurance company whose primary and
    predominant business activity is the writing of insurance or the
        reinsuring of risks underwritten by insurance companies and which is
     subject to supervision by the insurance commissioner or a similar
 official or agency of a State or territory or the District of
Columbia.                                                   

     ___  State or Local Plan. The Buyer is a plan established and maintained by
         a State, its political subdivisions, or any agency or instrumentality
      of the State or its political subdivisions, for the benefit of its
employees.                                                  

   ___  ERISA Plan. The Buyer is an employee benefit plan within the meaning
      of Title I of the Employee Retirement Income Security Act of 1974.

___  Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.                  

     ___  SBIC. The Buyer is 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.                      

___  Business Development Company. The Buyer is a business development
       company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.                                                

     ___  Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
        company and whose participants are exclusively (a) plans established
        and maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions, for the
      benefit of its employees, or (b) employee benefit plans within the
        meaning of Title I of the Employee Retirement Income Security Act of
          1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.                       

3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer 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.   

     4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the 
cost of such securities to the Buyer                                            

EX-4.2
56th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 56th
 C-6

and did not include any of the securities referred to in the preceding          
paragraph. Further, in determining such aggregate amount, the Buyer may have    
included securities owned by subsidiaries of the Buyer, but only if such        
subsidiaries are consolidated with the Buyer in its financial statements        
prepared in accordance with generally accepted accounting principles and if the 
investments of such subsidiaries are managed under the Buyer's direction.       
However, such securities were not included if the Buyer is a majority-owned,    
consolidated subsidiary of another enterprise and the Buyer is not itself a     
reporting company under the Securities Exchange Act of 1934.                    

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

___     ___     Will the Buyer be purchasing the Rule 144A                  
Yes     No      Securities only for the Buyer's own account?                

        6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the   
account of a third party (including any separate account) in reliance on Rule   
144A, the Buyer will only purchase for the account of a third party that at the 
time is a "qualified institutional buyer" within the meaning of Rule 144A. In   
addition, the Buyer agrees that the Buyer will not purchase securities for a    
third party unless the Buyer has obtained a current representation letter from  
such third party or taken other appropriate steps contemplated by Rule 144A to  
conclude that such third party independently meets the definition of "qualified 
institutional buyer" set forth in Rule 144A.                                    

7. The Buyer 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 Buyer's purchase of Rule 144A Securities will   
constitute a reaffirmation of this certification as of the date of such         
purchase.                                                                       

                                          ____________________________________
                         Print Name of Buyer

                                          By:_________________________________
                   Name:
                    Title:

                                          Date:_______________________________

EX-4.2
57th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 57th
                                   C-7

                                                            ANNEX 2 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

 [For Buyers That Are Registered Investment Companies]

      The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:    

  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of       
Investment Companies (as defined below), is such an officer of the Adviser.     

       2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer'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 Buyer's most recent fiscal year. For    
purposes of determining the amount of securities owned by the Buyer or the      
Buyer's Family of Investment Companies, the cost of such securities was used.   

       ____ The Buyer owned $___________________ in securities (other than
             the excluded securities referred to below) as of the end of the
              Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                       

          ____ The Buyer 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
              Buyer'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 Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) bank deposit Notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)          

EX-4.2
58th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 58th
 C-8

securities owned but subject to a repurchase agreement and (vi) currency,       
interest rate and commodity swaps.                                              

        5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will  
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the  
Buyer's own account.                                                            

    6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute 
a reaffirmation of this certification by the undersigned as of the date of such 
purchase.                                                                       

                                           ___________________________________
                           Print Name of Buyer

                                           By:________________________________
                   Name:
                    Title:

                      IF AN ADVISER:

                                           ___________________________________
                           Print Name of Buyer

                                           Date:______________________________

EX-4.2
59th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 59th
                                                                       EXHIBIT D

 CERTIFICATE OF NON-FOREIGN STATUS

       This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 3.05 of the Trust Agreement, dated as of June 1, 2000 (the  
"Trust Agreement"), between Superior Bank FSB, as depositor and Wilmington Trust
Company, as Owner Trustee, in connection with the acquisition of, transfer to or
possession by the undersigned, whether as beneficial owner for U.S. federal     
income tax purposes (the "Beneficial Owner"), or nominee on behalf of the       
Beneficial Owner of the AFC Trust Certificates, Series 2000-2 (the              
"Certificate"). Capitalized terms used but not defined in this certificate have 
the respective meanings given them in the Trust Agreement.                      

Each holder must complete Part I, Part II (if the holder is a nominee), and in  
all cases sign and otherwise complete Part III. In addition, each holder shall  
submit with the Certificate an IRS Form W-9 relating to such holder.            

To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the 
Internal Revenue Code (relating to withholding tax on foreign partners) do not  
apply in respect of the Certificate held by the undersigned, the undersigned    
hereby certifies:                                                               

Part I-             Complete Either A or B                                      

A.   Individual as Beneficial Owner                         

               1.   I am (The Beneficial Owner is ) not a non-resident alien for
purposes of U.S. income taxation;       

         2.   My (The Beneficial Owner's) name and home address are:

;    and                                          

           3.   My (The Beneficial Owner's) U.S. taxpayer identification
number (Social Security Number) is .    

   B.   Corporate, Partnership or Other Entity as Beneficial Owner

            1.   _______________________ (Name of the Beneficial Owner) is
               not a foreign corporation, foreign partnership, foreign
                  trust or foreign estate (as those terms are defined in the
Code and Treasury Regulations;          

     2.   The Beneficial Owner's office address and place of
                 incorporation (if applicable) is _______________________;
and                                     

EX-4.2
60th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 60th
 D-2

             3.   The Beneficial Owner's U.S. employer identification number
is ___________ .                        

Part II -      Nominees                                                         

   If the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon      
information contained in:                                                       

an IRS Form W-9                                             

a form such as this or substantially similar                

provided to the undersigned by an appropriate person and (i) the undersigned    
agrees to notify the Trust at least thirty (30) days prior to the date that the 
form relied upon becomes obsolete, and (ii) in connection with change in        
Beneficial Owners, the undersigned agrees to submit a new Certificate of        
Non-Foreign Status to the Trust promptly after such change.                     

Part III -     Declaration                                                      

       The undersigned, as the Beneficial Owner or a nominee thereof, agrees
to notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate may 
be disclosed to the Internal Revenue Service by the Trust and any false         
statement contained therein could be punishable by fines, imprisonment or both. 

EX-4.2
61st Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 61st
 D-3

   Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and  
complete and will further declare that I will inform the Trust of any change in 
the information provided above, and, if applicable, I further declare that I    
have the authority* to sign this document.                                      

_________________________                                                       
Name                                                                    

_________________________                                                       
Title (if applicable)                                                   

_________________________                                                       
Signature and Date                                                      

*Note: If signed pursuant to a power of attorney, the power of attorney must    
accompany this certificate.                                                     

EX-4.2
62nd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 62nd
                                                                       EXHIBIT E

 FORM OF INVESTMENT LETTER [NON-RULE 144A]

[DATE]

 [Certificate Registrar]

Re:      AFC Trust Series 2000-2                              
AFC Trust Certificates,                     
Series 2000-2, (the "Certificates")         
-----------------------------------         

Ladies and Gentlemen:                                                           

In connection with our acquisition of the above-captioned   
Certificates, we certify that (a) we understand that the Certificates are not   
being registered under the Securities Act of 1933, as amended (the "Act"), or   
any state securities laws and are being transferred to us in a transaction that 
is exempt from the registration requirements of the Act and any such laws, (b)  
we are an "accredited investor," as defined in Regulation D under the Act, and  
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,  
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) we are not an employee benefit plan that is      
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as   
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the 
Certificates for investment for our own account and not with a view to any      
distribution of such Certificates (but without prejudice to our right at all    
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited   
offers to buy any Certificates from, any person, or otherwise approached or     
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,  
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement    
under the Act or is exempt from such registration requirements, and if          
requested, we will at our expense provide an opinion of counsel satisfactory to 
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or         

EX-4.2
63rd Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 63rd
 E-2

transferee of such Certificate has executed and delivered to you a certificate  
to substantially the same effect as this certificate, and (3) the purchaser or  
transferee has otherwise complied with any conditions for transfer set forth in 
the Trust Agreement.                                                            

                                 Very truly yours,

                            [TRANSFEREE]

                                               By:____________________________
                                                    Authorized Officer

EX-4.2
64th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 64th
                                                                       EXHIBIT F

TRANSFER CERTIFICATE

[OWNER TRUSTEE], as Owner Trustee                                               

____________________________                                                    
____________________________                                                    
____________________________                                                    
____________________________                                                    

[INDENTURE TRUSTEE]                                                             

____________________________                                                    
____________________________                                                    
____________________________                                                    

Re: Proposed Transfer of Trust Certificates                           

Gentlemen:                                                                      

This certification is being made by ______________ (the "Proposed Transferee")  
in connection with the proposed Transfer to the Proposed Transferee of a trust  
certificate (the "Trust Certificate") representing ___% fractional undivided    
interest in AFC Trust Series 2000-2 (the "Trust") created pursuant to a Trust   
Agreement, dated as of June 1, 2000, (the "Deposit Trust Agreement") between    
Superior Bank FSB and Wilmington Trust Company, as Owner Trustee. Initially     
capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement. The Proposed Transferee hereby certifies as follows:    

  1. The undersigned is a Person involved in the organization or
operation of the Trust or an affiliate of such a Person within the meaning of   
Rule 3a-7 of the Investment Company Act.                                        

          2. The Proposed Transferee understands that (a) the Trust Certificates
have not been and will not be registered or qualified under the Securities Act, 
or the securities laws of any state, (b) neither the Trust nor the Owner Trustee
is required, and neither intends, to so register or qualify the Trust           
Certificates, and (c) the Trust Certificates cannot be resold unless (i) they   
are registered and qualified under the Securities Act and the applicable state  
securities laws or (ii) an exemption from registration and qualification is     
available.                                                                      

         3. The Proposed Transferee is acquiring the Trust Certificate for its
own account for investment only and not with a view to or for sale or other     
transfer in connection with any distribution of the Trust Certificate in any    
manner that would violate the Securities Act or any applicable state securities 
laws.                                                                           

EX-4.2
65th Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 65th
 F-2

        4. The Proposed Transferee (a) is an accredited investor having such
knowledge and experience in financial and business matters, and in particular in
such matters related to securities similar to the Trust Certificate, such that  
it is capable of evaluating the merits and risks of investment in the Trust     
Certificate and (b) is able to bear the economic risks of such an investment.   

       5. The Proposed Transferee will not authorize nor has it authorized
any person (a) to offer, pledge, sell, dispose of or otherwise transfer any     
Trust Certificate, any interest in any Trust Certificate or any other similar   
security to any person in any manner, (b) to solicit any offer to buy or to     
accept a pledge, disposition or other transfer of any Trust Certificate, any    
interest in any Trust Certificate or any other similar security from any person 
in any manner, (c) otherwise to approach or negotiate with respect to any Trust 
Certificate, any interest in any Trust Certificate or any other similar security
with any person in any manner, (d) to make any general solicitation by means of 
general advertising or in any other manner, or (e) to take any other action that
would constitute a distribution of any Trust Certificate under the Securities   
Act, that would render the disposition of any Trust Certificate a violation of  
Section 5 of the Securities Act or any state securities law, or that could      
require registration or qualification pursuant thereto. Neither the Proposed    
Transferee nor anyone acting on its behalf has offered any Trust Certificate for
sale or made any general solicitation by means of general advertising or in any 
other manner with respect to the Trust Certificate. The Proposed Transferee will
not sell or otherwise transfer any Trust Certificates, except in compliance with
the provisions of the Deposit Trust Agreement.                                  

Date:____________________                 ______________________________________
                               Name of Proposed Transferee

                                          ______________________________________
             Signature

                                          ______________________________________
        Name

                                          ______________________________________
          Titled

EX-4.2
Last Page of 66
TOC
1st
Previous
Next
↓Bottom
Just 66th
                                                                       EXHIBIT G

FORM OF PLAN CERTIFICATION
--------------------------

    The purchase of Certificates by or on behalf of the purchaser is
permissible under applicable law, will not subject the Depositor, the Trustee or
the Servicer to any obligation in addition to those undertaken in the Trust     
Agreement between Superior Bank FSB and Wilmington Trust Company dated as of    
June 1, 2000, and the following statements are correct: (i) the transferee is an
insurance company and the source of funds used to purchase such Certificates is 
an "insurance company general account" (as such term is defined in Prohibited   
Transaction Class Exemption ("PTCE") 95-60), (ii) the conditions set forth in   
Sections I and III of PTCE 95-60 have been satisfied and (iii) there is no      
employee benefit plan within the meaning of section 3(3) of the Employee        
Retirement Income Security Act of 1974, as amended or plan within the meaning of
section 4975 of the Internal Revenue Code of 1986 ("Plan") with respect to which
the amount of such general accounts reserves and liabilities for contracts held 
by or on behalf of such Plan and all other Plans maintained by the same employer
(or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee  
organization exceed 10% of the total of all reserves and liabilities of such    
general account (as determined under PTCE 95-60) as of the date of the          
acquisition of such Certificates.                                               

                                                 _____________________________
                                       Print Name of Buyer

                                                 By:__________________________

                               Name:
                                Title:

                                  IF AN ADVISER:

                                                 _____________________________
                                         Print Name of Adviser

                                                  Date:_________________________

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/25/00		41					8-K
Filed on:		7/14/00
For Period End:		6/29/00							8-K
		6/1/00		1		66
									List all Filings