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 54




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               Rents payable under the equipment lease before the early                 
          termination dates were subject to periodic adjustments to the                 
          extent that prevailing market rates during the equipment lease term           
          increased or decreased from time to time above or below the rates             
          that were reflected in the original rent schedule.  Comdisco had              
          the right, on any rent payment date that occurred more than 5                 
          months after the commencement of the equipment lease, to prepay (on           
          a present value basis) certain of the then-remaining installments             
          of rent.                                                                      
               Pursuant to the terms of the equipment lease and the term                
          loan, for each category of the equipment, rents due to Andantech              
          from Comdisco were equal to the payments under the term loan due              
          from Andantech to Comdisco before the early termination date.                 
               The leases with the end users were unaffected by the equipment           
          lease.  When the initial subleases with the end users expired,                
          Comdisco had the right to re-lease the equipment.                             
               Comdisco agreed to indemnify Andantech from and against                  
          certain taxes imposed on Andantech (or its members) as a result of            
          the sale, purchase, or ownership of the equipment, the payment of             
          rents, and other factors.  The indemnified taxes included State               
          sales and property taxes but did not include any Federal taxes.               
               Comdisco also agreed to indemnify Andantech against Federal              
          withholding taxes on rents or on income from the sale of any right            
          to receive rents; the indemnity was transferable to the benefit of            
          any purchaser, lender, or other assignee of Andantech.                        





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