Norwest Corporation and Subsidiaries - Page 74

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          $100 million worth of equipment held under operating leases and             
          leasing, and other commercial finance receivables, and to assume            
          the  nonrecourse  indebtedness  and  other  liabilities  of                 
          approximately $52 million to which such assets were subject.  The           
          acquired assets represented over 98 percent of FIA's total assets.          


               45(...continued)                                                       
               the Closing Date; and any instruments or collateral                    
               securing the same and any equipment or property leased                 
               or otherwise financed and files and other records owned                
               or in the possession of the Company or any of its                      
               affiliates relating thereto.  Such receivables shall                   
               include (but not be limited to) all lease agreements,                  
               conditional sale contracts, notes, evidences of                        
               indebtedness, personal guarantees, corporate                           
               guarantees, letters of credit and other documents                      
               representing or backing up such receivables.                           
               Receivables shall not, in any event, include Excluded                  
               Assets.                                                                
               The term "Assets" shall mean the Receivables; equipment                
               or other property held in inventory for future sale or                 
               lease; all furniture, fixtures, equipment and the                      
               Company's rights in leasehold improvements; leasing and                
               lending transactions in process for prospective lessees                
               or borrowers and the related files, applications and                   
               other documentation; the Company's general partnership                 
               interests in partnerships and co-ownership interests in                
               participation or like arrangements, its rights to                      
               receive fees, distributions and other revenues                         
               therefrom in the future, and any rights it has under                   
               management or supplier agreements related thereto; and                 
               any other assets owned by the Company on the Closing                   
               Date, other than Excluded Assets.                                      
               The "Excluded Assets" that NFR did not acquire consisted               
          solely of notes receivable and any other amounts due FIA from its           
          affiliates and other related parties as of the closing date.  As            
          of Dec. 31, 1988, notes receivable were $192,708, and amounts due           
          FIA from its affiliates or other related parties were $540,520.             






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