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| Preface | |
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| About the Author | |
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| Fundamentals of Equipment Leasing | |
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| Overview | |
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| Tax Motivations of Leasing | |
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| Who Are the Prospective Lessees? | |
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| Who Are the Potential Lessors? | |
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| Types of Leases | |
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| Pros and Cons of Leasing | |
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| When-to-Lease Checklist | |
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| Checklist for Prospective Lessees Approaching Potential Lessors | |
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| Summary | |
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| The Proposal Stage--Where the Leasing Deal Is Made | |
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| Overview | |
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| Obtaining Bids--The Request-for-Bids Letter | |
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| What Is the Proposal Letter? | |
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| What Issues Should the Proposal Letter Address? | |
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| Agreement to the Proposal Letter | |
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| Prospective Lessee's Obligations after a Proposal Is Accepted | |
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| Prospective Lessor's Obligations after a Proposal Is Accepted | |
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| Proposal Stage Checklist for the Lessee | |
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| Proposal Stage Checklist for the Lessor | |
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| Summary | |
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| Negotiating the Lease Document | |
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| What Is the Lease's Central Purpose? | |
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| Common Lease Forms | |
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| Subjects to Address in Negotiating the Lease | |
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| Checklist for Drafting and Negotiating a Lease Agreement | |
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| Summary | |
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| Closing the Lease Financing | |
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| Overview | |
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| Legal Opinions | |
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| Financial Reports | |
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| Corporate Authorization Documents | |
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| Guarantees | |
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| Proof of Insurance Documents | |
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| Equipment Purchase Agreements | |
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| An Equipment Bill of Sale | |
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| Waivers from Land Owners or Mortgagees | |
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| Security Interest Filings | |
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| Participation Agreements | |
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| Owner's Trust Agreement | |
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| Lender's Trust Agreement | |
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| Using a Partnership Instead of a Trust Arrangement | |
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| Underwriter's Fee Agreement | |
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| Supplemental Lease Document Closing Checklist | |
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| Summary | |
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| Tax Advantages in Lease Transactions | |
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| Investment Tax Credit | |
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| Equipment Depreciation--An Overview | |
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| Property Eligible for MACRS | |
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| MACRS Deduction Computations | |
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| Alternative MACRS Depreciation Approach | |
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| Antiabuse Rules Under MACRS | |
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| Special Depreciation Rules for Automobiles and Listed Property | |
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| Recapture | |
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| Expensing | |
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| MACRS Effective Dates | |
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| Bonus Depreciation | |
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| Summary | |
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| The Minimum Tax's Role in Leasing | |
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| Introduction | |
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| The Corporate AMT | |
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| Overview | |
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| The AMT's General Approach | |
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| The Individual AMT | |
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| Overview | |
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| Computing the Individual AMT | |
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| The AMT Considerations for Leasing | |
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| Working with the AMT | |
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| Overview | |
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| The Deferral Effect | |
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| The AMT and the Lessee | |
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| The Lessor and the AMT | |
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| Summary | |
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| How to Cope Successfully with the Tax Lease Rules | |
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| The True Lease | |
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| Procedural Alternatives | |
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| The Guidelines | |
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| Ruling Request Submission Requirements | |
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| Foundation Tax Rules | |
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| Potential Penalties | |
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| Quick True Lease Checklist | |
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| Summary | |
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| Advantages and Risks of Leveraged Leasing Decisions | |
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| What Is the Concept of Leveraged Leasing? | |
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| Leveraged Lease Participants Have Unique Characteristics | |
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| How Different is the Leveraged Lease Document? | |
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| Three Advantages to the Lessee in a Leveraged Lease | |
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| Investment Pitfalls and Recommendations for Prospective Lessors | |
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| Checklist for the Leveraged Lease Investor | |
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| Summary | |
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| Financial Analysis of Leases | |
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| Overview | |
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| Importance of Cash Flow and Timing for a Lessee | |
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| Prospective Lessee's Analysis | |
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| Lessor's Lease Investment Analysis | |
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| Summary | |
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| Understanding the Lease Accounting Rules | |
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| Background | |
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| Lease Classifications for a Lessee Vary Significantly--A Careful Analysis Is Essential | |
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| Accounting Requirements Have an Impact on a Lessee | |
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| Lease Classification Categories for a Lessor Are Extensive | |
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| Lessor's Accounting Requirements Are Complex | |
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| Accounting Rules Governing Sale-Leaseback Situations | |
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| Lease Classification Checklist for Lessees | |
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| Lease Classification Checklist for Lessors | |
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| Summary of Accounting Lease Classifications | |
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| Summary | |
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| The Business of Leasing Equipment | |
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| Overview | |
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| Key Profit Strategies | |
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| Making Money in the Leasing Business | |
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| Considerations for Setting Up a Leasing Operation | |
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| Leasing Offers Equipment Vendors a Marketing Edge | |
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| Summary | |
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| Equipment Leasing in International Markets | |
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| Overview | |
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| A Complex Market of Growth | |
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| The Foreign Lessee Demand | |
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| Advantages for Lessors Leasing Internationally | |
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| Risks of Operating in Foreign Markets | |
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| Local Law Considerations | |
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| International Lease Documents | |
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| Uniform International Lease Rules | |
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| Summary | |
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| The Equipment Leasing Laws under the Uniform Commercial Code | |
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| Introduction | |
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| UCC Article 2, Sales--An Overview | |
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| UCC Article 9, Secured Transactions; Sales of Accounts and Chattel Paper--An Overview | |
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| Equipment Leasing under UCC Article 2A | |
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| Summary | |
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| The Bankruptcy Rules for Leasing | |
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| Introduction | |
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| Bankruptcy Liquidation and Reorganization | |
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| Automatic Stay | |
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| Equipment Lease Treatment in Bankruptcy | |
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| Special Treatment for Aircraft, Railroad Rolling Stock, and Vessels | |
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| What Happens If the Lease Is Not a True Lease? | |
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| Summary | |
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| Equipment Lease Terminology | |
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| Forms | |
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| Acknowledgment Documents | |
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| Acknowledgment of Receipt of Certificate of Deposit a-01 | |
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| Assignment Documents | |
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| Assignment of Certificate of Deposit a-02 | |
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| Assignment of Savings Account and/or Stock Certificate a-03 | |
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| Assignment of Lease to Lender--Single Takedown a-04 | |
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| Assignment of Lease to Lender--Multiple Takedowns a-05 | |
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| Assignment of Lease--Sale by Lessor (Limited Recourse) a-06 | |
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| Assignment of Master Lease--Sale by Lessor Integrated (without Recourse) a-07 | |
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| Assignment of Lease--Sale by Lessor (with Recourse) a-08 | |
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| Assignment Amendment--Equipment Loan a-09 | |
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| Assignment of Equipment Purchase Contract a-10 | |
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| Assignment of Rights under Purchase Agreement--Integrated | |
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| Assignment of Purchase Contract Notification to Vendor a-11 | |
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| Assignment of Purchase Contract--Consent by Vendor | |
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| Assumption Documents | |
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| Assumption Agreement a-12 | |
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| Assumption Consent--Guarantor a-13 | |
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| Amendment to Lease Documents | |
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| Amendment to Lease Agreement a-14 | |
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| Bill of Sale Documents | |
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| Bill of Sale--Warranty b-01 | |
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| Bill of Sale--"As Is, Where Is" b-02 | |
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| Bill of Sale--Integrated | |
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| Casualty Value Schedules | |
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| Casualty Value Schedule | |
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| Certificates of Acceptance | |
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| Certificate of Acceptance | |
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| Checklists | |
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| Checklist--Lessee Proposal Stage c-01 | |
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| Checklist--Lease Negotiation and Drafting c-02 | |
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| Checklist--Lessor Proposal Stage c-03 | |
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| Checklist--Supplemental Lease Document Closing c-04 | |
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| Collection Documents | |
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| Collection Notification--Initial Lessee Nonpayment c-05 | |
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| Collection Notification--Follow-up Lessee Nonpayment c-06 | |
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| Collection Notification--Lawsuit c-07 | |
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| Collection Notification--Repossession c-08 | |
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| Corporate Secretary Certification Documents--Lessee | |
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| Certified Corporate Guarantor's Resolutions c-09 | |
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| Certified Corporate Resolutions--Loan/Lease (with Incumbency Certification) c-10 | |
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| Certified Corporate Resolutions--Loan (with Incumbency Certification) c-11 | |
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| Certified Corporate Resolutions--Lease (with Incumbency Certification--Alternate Form) c-12 | |
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| Certified Corporate Resolutions--Lease (with Chapter, By-Laws, Incumbency Certification) c-13 | |
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| Certified Corporate Resolution--Short Form c-14 | |
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| Certified Resolutions--Corporate--Integrated c-15 | |
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| Certification of Incumbency c-16 | |
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| Certification of Incumbency | |
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| Corporte Resolutions--Lessee | |
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| Corporate Guarantor's Resolutions | |
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| Corporate Resolutions--Loan/Lease (with Incumbency Certification) | |
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| Corporate Resolutions--Loan (with Incumbency Certification) | |
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| Corporate Resolutions--Lease (with Incumbency Certification--Alternative Form) | |
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| Corporate Resolutions--Lease (with Chapter, By-Laws, Incumbency Certification) | |
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| Corporate Resolution--Short Form | |
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| Deficiency Agreement Documents | |
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| Deficiency Agreement d-01 | |
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| Equipment Schedules | |
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| Equipment Schedule | |
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| Guaranty Documents | |
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| Guaranty of Lease--Integrated g-01 | |
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| Guaranty of Lease--Corporate g-02 | |
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| Guaranty of Lease--Individual g-03 | |
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| Guaranty--General Obligation g-04 | |
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| Guaranty--Vendor g-05 | |
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| Incumbency Documents | |
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| Incumbency Certificate | |
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| Incumbency Certificate | |
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| Insurance Documents | |
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| Insurance Request Letter to Lessee (from Lessor) i-01 | |
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| Insurance Request to Insurance Company (from Lessee) i-02 | |
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| Insurance Requirements Notice--Integrated (from Lessor) i-03 | |
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| Landlord Waiver Documents | |
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| Landlord Waiver l-01 | |
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| Lease Agreement Documents | |
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| Lease Agreement--Master (High Tech/General Equipment) l-02 | |
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| Exhibit | |
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| Equipment Schedule l-02a | |
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| Annex | |
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| Certificate of Acceptance l-02b | |
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| Casualty Value Schedule l-02c | |
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| Termination Value Schedule l-02d | |
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| Incumbency Certificate l-02e | |
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| Certified Resolutions l-02f | |
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| Opinion of Counsel l-02g | |
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| Prohibited Lender Assignee Schedule l-02h | |
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| Lease Agreement--Short Form (General) l-03 | |
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| Integrated Document Forms | |
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| Schedule l-03a | |
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| Exhibits | |
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| Acceptance Certificate l-03b | |
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| Casualty Value Table l-03c | |
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| Amendment to Lease Agreement | |
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| Automatic Transfer of Title | |
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| Insurance Request to Insurance Company (from Lessee) | |
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| Representation and Warranties l-03d | |
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| Opinion of Counsel--Les | |
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| Opinion of Counsel--Guarantor Form l-03f | |
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| Purchase Right/Option--Fair Market Value | |
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| Purchase Right/Option--Fixed Price | |
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| Put | |
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| Renewal Right/Option--Fair Market Value | |
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| Renewal Right/Option--Fixed Price | |
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| Sublease Right/Option | |
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| Secretary's Certificate--Lessee Resolutions | |
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| Secretary's Certificate--Guarantor's Resolutions | |
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| Leveraged Lease Documents | |
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| Leveraged Lease (Aircraft/General) l-04 | |
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| Integrated Document Forms | |
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| Assignment of Rights under Purchase Agreement l-04a | |
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| Participation Agreement l-04b | |
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| Trust Indenture and Security Agreement l-04c | |
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| Trust Agreement l-04d | |
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| Tax Indemnity Agreement l-04e | |
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| Loan Documents | |
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| Loan and Security Agreement--Short Form l-05 | |
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| Loan and Security Agreement--Long Form (Railcars/General) l-06 | |
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| Integrated Document Forms | |
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| Exhibits | |
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| Form of Note l-06a | |
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| Form of Guaranty l-06b | |
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| Form of Bill of Sale l-06c | |
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| Form of Certificate of Acceptance l-06d | |
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| Form of Certificate of Cost l-06e | |
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| Form of Legal Opinion--General l-06f | |
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| Form of Legal Opinion--Special Counsel l-06g | |
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| Loan and Security Agreement--Master Format l-07 | |
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| Integrated Document Forms | |
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| Exhibits | |
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| Loan Supplement l-07a | |
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| Promissory Note l-07b | |
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| Acknowledgment and Consent to Assignment of Equipment Lease l-07c | |
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| Supplement l-07d | |
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| Marketing Documents--Lessor | |
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| Credit Application m-01 | |
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| Credit Guidelines--Small Ticket m-02 | |
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| Financing Instructions--Small Ticket m-03 | |
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| Financing Lease Rate Sheet--Small Ticket m-04 | |
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| New Leasee Welcome Letter | |
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| Mortgage--Indemnity m-05 | |
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| Operational Documents/Worksheets--Leasing Company | |
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| Bank Reference Worksheet o-01 | |
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| Master Documentation Worksheet/Checklist o-02 | |
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| New Lessee Welcome Letter o-03 | |
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| Tax Notification--Personal Property o-04 | |
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| Trade Reference Worksheet/Report o-05 | |
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| Transaction Summary Worksheet o-06 | |
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| Transaction Worksheet/Checklist o-07 | |
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| Verification and Audit Worksheet o-08 | |
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| Opinions of Counsel | |
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| Opinion of Counsel--Integrated | |
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| Options/Rights--Lessee | |
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| Early Termination Right/Option o-09 | |
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| Annex | |
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| Termination Value Table | |
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| Purchase Right/Option--Fair Market Value/Fixed o-10 | |
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| Purchase Right/Option--Fair Market Value o-11 | |
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| Purchase Right/Option--Fixed Price o-12 | |
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| Renewal Right/Option--Fair Market Value o-13 | |
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| Renewal Right/Option--Fixed Price o-14 | |
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| Sublease Right/Option o-15 | |
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| Options/Rights--Lessor | |
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| Automatic Transfer of Title o-16 | |
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| Put o-17 | |
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| Participation Agreement Document | |
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| Participation Agreement--Integrated (Leveraged Lease) | |
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| Prohibited Lender Assignee Schedule | |
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| Prohibited Lender Assignee Schedule | |
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| Promissory Note Documents | |
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| Promissory Note--General Form p-01 | |
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| Promissory Note--Integrated p-02 | |
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| Promissory Note--Integrated | |
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| Promissory Note--Integrated | |
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| Promissory Note--Confessed Judgment p-03 | |
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| Proposal Documents--Lessor | |
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| Single Investor (Nonunderwritten) p-04 | |
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| Underwritten p-05 | |
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| Purchase Agreement/Assignment | |
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| Purchase Agreement Rights Assignment--Integrated | |
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| Purchase Agreement Assignment--Integrated p-06 | |
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| Purchase Order Documents | |
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| Purchase Order--Equipment p-07 | |
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| Resolutions--Corporate Lessee | |
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| Request for Lease Quotations | |
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| RFQ--Deal Sheet Format r-01 | |
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| RFQ--Informal r-02 | |
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| RFQ--Long Form r-03 | |
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| RFQ--Short Form r-04 | |
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| Schedules--Equipment | |
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| Equipment Schedule | |
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| Security Agreements | |
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| Secretary's Certificates | |
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| Subordination Agreements | |
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| Lessee Creditor s-01 | |
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| Termination Value Schedules | |
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| Termination Value Schedule | |
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| Time Tables | |
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| Time Table--Deal Schedule t-01 | |
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| Tax Indemnity Documents | |
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| Tax Indemnity Agreement | |
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| Trust Documents | |
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| Trust Agreement | |
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| Trust Indenture and Security Agreement Documents | |
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| Trust Indenture and Security Agreement | |
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| Vendor Agreement Documents | |
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| Program Agreement v-01 | |
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| Remarketing Agreement v-02 | |
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| Worksheets | |
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| Worksheet/Report--Lease Proposal Evaluation w-01 | |
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| Worksheet--Trade Reference | |
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| Worksheet--Transaction Summary | |
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| Worksheet/Checklist--Transaction | |
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| Worksheet--Verification and Audit | |
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| Subject Index | |
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| Forms Index | |
