Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 51




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          become an accession to the equipment and did not become the                   
          property of Andantech.                                                        
               Comdisco had an option (the final termination option) to                 
          purchase the equipment at the end of the term of the equipment                
          lease at market value (as defined in the equipment lease).  If                
          Comdisco installed any upgrades and did not exercise the final                
          termination option, Comdisco was required to either remove the                
          upgrade or consent to Andantech’s sale or re-lease of the equipment           
          with the upgrade.  If, after termination of the lease, the                    
          equipment with one or more upgrades was sold or re-leased to a                
          party other than Comdisco, Andantech would receive the portion of             
          the proceeds determined by multiplying the amount of the proceeds             
          by a fraction, the numerator of which would be the fair market                
          value of the equipment without the upgrades as of the date of the             
          sale or re-lease and the denominator of which would be the fair               
          market value of the equipment with the upgrades as of such date.              
          Comdisco was limited in its ability to selectively exercise                   
          the final termination option.  If Comdisco elected to exercise the            
          final termination option for any of the equipment in categories A             
          through D, it had to do so for all equipment in those categories.             
          Similarly, if Comdisco elected to exercise the final termination              
          option for any of the equipment in categories E through I, it had             
          to do so for all equipment in those categories.                               
               Comdisco also had an option (the early termination option) to            
          terminate the equipment lease with respect to each category of                





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