THE PREDECESSOR OWNER TRUSTEE
IN THE TRUSTS HEREUNDER WITH LIKE EFFECT AS IF ORIGINALLY NAMED THE OWNER
TRUSTEE HEREIN; BUT NEVERTHELESS, UPON THE WRITTEN REQUEST OF SUCH SUCCESSOR
OWNER TRUSTEE, SUCH PREDECESSOR OWNER TRUSTEE SHALL EXECUTE AND DELIVER AN
INSTRUMENT TRANSFERRING TO SUCH SUCCESSOR OWNER TRUSTEE, UPON THE TRUSTS HEREIN
EXPRESSED, ALL THE ESTATES, PROPERTIES, RIGHTS, POWERS AND TRUSTS OF SUCH
PREDECESSOR OWNER TRUSTEE, AND SUCH PREDECESSOR OWNER TRUSTEE SHALL DULY ASSIGN,
TRANSFER, DELIVER AND PAY OVER TO SUCH SUCCESSOR OWNER TRUSTEE ALL MONIES OR
OTHER PROPERTY THEN HELD BY SUCH PREDECESSOR OWNER TRUSTEE UPON THE TRUSTS
HEREIN EXPRESSED.
UPON THE APPOINTMENT OF ANY SUCCESSOR OWNER TRUSTEE
HEREUNDER, THE PREDECESSOR OWNER TRUSTEE WILL EXECUTE SUCH DOCUMENTS AS ARE
PROVIDED TO IT BY SUCH SUCCESSOR OWNER TRUSTEE AND WILL TAKE SUCH FURTHER
ACTIONS AS ARE REQUESTED OF IT BY SUCH SUCCESSOR OWNER TRUSTEE AS ARE REASONABLY
REQUESTED.
(C)
QUALIFICATIONS.
ANY SUCCESSOR OWNER TRUSTEE, HOWEVER APPOINTED,
SHALL BE A "CITIZEN OF THE UNITED STATES" WITHIN THE MEANING OF 49 U.S.C. §
40102(A)(15) AND SHALL ALSO BE A BANK OR TRUST COMPANY ORGANIZED UNDER THE LAWS
OF THE UNITED STATES OR ANY STATE THEREOF HAVING A COMBINED CAPITAL AND SURPLUS
OF AT LEAST $50,000,000, IF THERE BE SUCH AN INSTITUTION WILLING, ABLE AND
LEGALLY QUALIFIED TO PERFORM THE DUTIES OF THE OWNER TRUSTEE HEREUNDER UPON
REASONABLE OR CUSTOMARY TERMS.
NO SUCH SUCCESSOR TRUSTEE SHALL CHARGE FEES FOR
ITS SERVICES AS AN OWNER TRUSTEE IN EXCESS OF THE THEN PREVAILING MARKET RATES
FOR SUCH SERVICES.
(D)
MERGER, ETC.
ANY CORPORATION INTO WHICH WFB MAY BE MERGED OR
CONVERTED OR WITH WHICH IT MAY BE CONSOLIDATED, OR ANY CORPORATION RESULTING
FROM ANY MERGER, CONVERSION OR CONSOLIDATION TO WHICH WFB SHALL BE A PARTY, OR
ANY CORPORATION TO WHICH SUBSTANTIALLY ALL THE CORPORATE TRUST BUSINESS OF WFB
MAY BE TRANSFERRED, SHALL, SUBJECT TO THE TERMS OF SECTION 9.01(C) HEREOF, BE
THE OWNER TRUSTEE HEREUNDER WITHOUT FURTHER ACT.
SECTION 9.02
CO-TRUSTEES AND SEPARATE TRUSTEES.
IF AT ANY TIME IT
SHALL BE NECESSARY OR PRUDENT IN ORDER TO CONFORM TO ANY LAW OF ANY JURISDICTION
IN WHICH ALL OR ANY PART OF THE TRUST ESTATE IS LOCATED, OR THE OWNER TRUSTEE
BEING ADVISED BY COUNSEL SHALL DETERMINE THAT IT IS SO NECESSARY OR PRUDENT IN
THE INTEREST OF THE OWNER PARTICIPANT OR THE OWNER TRUSTEE, OR THE OWNER TRUSTEE
SHALL HAVE BEEN DIRECTED TO DO SO BY THE OWNER PARTICIPANT, THE OWNER TRUSTEE
AND THE OWNER PARTICIPANT SHALL EXECUTE AND DELIVER AN AGREEMENT SUPPLEMENTAL
HERETO AND ALL OTHER INSTRUMENTS AND AGREEMENTS NECESSARY OR PROPER TO
CONSTITUTE ANOTHER BANK OR TRUST COMPANY OR ONE OR MORE PERSONS (ANY AND ALL OF
WHICH SHALL BE A "CITIZEN OF THE UNITED STATES" AS DEFINED IN 49 U.S.C. §
40102(A)(15)) APPROVED BY THE OWNER TRUSTEE AND THE OWNER PARTICIPANT, EITHER TO
N-9
ACT AS CO-TRUSTEE, JOINTLY WITH THE OWNER TRUSTEE, OR TO ACT AS SEPARATE TRUSTEE
HEREUNDER (ANY SUCH CO-TRUSTEE OR SEPARATE TRUSTEE BEING HEREIN SOMETIMES
REFERRED TO AS AN "ADDITIONAL