RETURNS
REQUIRED TO BE FILED WITH RESPECT TO THE TRUST CREATED HEREBY AND SHALL EXECUTE
AND FILE SUCH RETURNS.
OWNER PARTICIPANT, UPON REQUEST, WILL FURNISH THE OWNER
TRUSTEE WITH ALL SUCH INFORMATION AS MAY BE REASONABLY REQUIRED FROM THE OWNER
PARTICIPANT IN CONNECTION WITH THE PREPARATION OF SUCH INCOME TAX RETURNS.
ARTICLE VII
INDEMNIFICATION OF WFB BY OWNER PARTICIPANT
SECTION 7.01
OWNER PARTICIPANT TO INDEMNIFY WFB.
THE OWNER
PARTICIPANT HEREBY AGREES TO ASSUME LIABILITY FOR, AND HEREBY INDEMNIFIES,
PROTECTS, SAVES AND KEEPS HARMLESS WFB IN ITS INDIVIDUAL CAPACITY AND ITS
SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, AGENTS AND SERVANTS, FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, TAXES
(EXCLUDING ANY TAXES PAYABLE BY WFB IN ITS INDIVIDUAL CAPACITY ON OR MEASURED BY
ANY COMPENSATION RECEIVED BY WFB IN ITS INDIVIDUAL CAPACITY FOR ITS SERVICES
HEREUNDER), CLAIMS, ACTIONS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS (INCLUDING,
WITHOUT LIMITATION, REASONABLE LEGAL FEES AND EXPENSES, AND INCLUDING WITHOUT
LIMITATION ANY LIABILITY OF AN OWNER, ANY STRICT LIABILITY AND ANY LIABILITY
WITHOUT FAULT) OF ANY KIND AND NATURE WHATSOEVER WHICH MAY BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST WFB IN ITS INDIVIDUAL CAPACITY IN ANY WAY
RELATING TO OR ARISING OUT OF THIS TRUST AGREEMENT OR IN ANY WAY RELATING TO OR
ARISING OUT OF THE MANUFACTURE, PURCHASE, ACCEPTANCE, NONACCEPTANCE, REJECTION,
OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN
OR OTHER DISPOSITION OF THE EQUIPMENT OR ANY PART THEREOF (INCLUDING, WITHOUT
LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND ANY CLAIM
FOR PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT), OR IN ANY WAY RELATING TO OR
ARISING OUT OF THE ADMINISTRATION OF THE TRUST ESTATE OR THE ACTION OR INACTION
OF THE OWNER TRUSTEE OR WFB IN ITS
N-7
INDIVIDUAL CAPACITY HEREUNDER, EXCEPT (A) IN THE CASE OF WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE ON THE PART OF THE OWNER TRUSTEE OR WFB IN ITS INDIVIDUAL
CAPACITY IN THE PERFORMANCE OR NONPERFORMANCE OF ITS DUTIES HEREUNDER OR UNDER
ANY OTHER DOCUMENT TO WHICH THE OWNER TRUSTEE MAY BE A PARTY OR (B) THOSE
RESULTING FROM THE INACCURACY OF ANY REPRESENTATION OR WARRANTY OF WFB IN ITS
INDIVIDUAL CAPACITY (OR FROM THE FAILURE OF WFB IN ITS INDIVIDUAL CAPACITY TO
PERFORM ANY OF ITS COVENANTS) IN SECTION 6.03 HEREOF OR IN ANY OTHER DOCUMENT TO
WHICH THE OWNER TRUSTEE MAY BE A PARTY OR (C) AS MAY RESULT FROM A BREACH BY WFB
IN ITS INDIVIDUAL CAPACITY OF ITS COVENANT IN THE LAST SENTENCE OF SECTION 5.03
HEREOF OR (D) IN THE CASE OF THE FAILURE TO USE ORDINARY CARE ON THE PART OF THE
OWNER TRUSTEE OR WFB IN ITS INDIVIDUAL CAPACITY IN THE DISBURSEMENT OF FUNDS OR
IN COMPLIANCE WITH THE PROVISIONS OF THE FIRST SENTENCE OF SECTION 6.08 HEREOF.
THE INDEMNITIES CONTAINED IN THIS SECTION 7.01 EXTEND TO WFB ONLY IN ITS
INDIVIDUAL CAPACITY AND SHALL NOT BE CONSTRUED AS INDEMNITIES OF THE TRUST
ESTATE (EXCEPT TO THE EXTENT, IF ANY, THAT WFB IN ITS INDIVIDUAL CAPACITY HAS
BEEN REIMBURSED BY