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082			_a346.066260 _bDUB-I
100			_aDubin Barry A
245			_aEquipment leasing Vol. I
260			_aLondon _bLexis Nexis _c2011
300			_aVarie
365			_bRs. 41,779 Vols
505			_aPart I Equipment Leasing: Theory and Practical Guidance CHAPTER 1 Lease vs. Purchase or Borrow Decision P 1.01 Scope P 1.02 True Lease or Conditional Sales Agreement P 1.03 Conditional Sales Agreement with One Dollar Purchase Option P 1.04 Conditional Sales Agreement with Bargain Purchase Option P 1.05 True Lease vs. Purchase and Borrow Decision CHAPTER 2 Statutory Treatment of Leasing Transactions: The Legislative History of Article 2A and the UNIDROIT Convention on International Financial Leasing P 2.01 Scope P 2.02 Leasing in Our Economy P 2.03 Drafting the 1987 Version of Article 2A P 2.04 The Adoption Process P 2.05 The 1990 Revision P 2.06 Comparison of 1987 and 1990 Versions P 2.07 Judicial Acceptance of Article 2A P 2.08 Model and Structure of Article 2A P 2.09 International Leasing Transactions P 2.10 Statutory Treatment of Leases: The End or Merely the Beginning CHAPTER 3 Article 2A--Statutory Analysis P 3.01 Scope of Chapter P 3.02 Overview of Article 2A P 3.03 Article 2A and Other Law P 3.04 General Provisions P 3.05 The Finance Lease P 3.06 Warranties Under Article 2A P 3.07 Risk of Loss P 3.08 Alienability of Interests P 3.09 Fixtures P 3.10 Default P 3.11 Damages and Other Remedies P 3.12 The Lessor's Remedies Upon the Lessee's Default P 3.13 The Lessee's Remedies Upon the Lessor's Default P 3.14 The Impact of Article 2A CHAPTER 4 How the Uniform Commercial Code and Common Law Distinguish a True Lease from a Security Interest P 4.01 Introduction P 4.02 Some Notes on Terminology P 4.03 The Significance of the Distinction P 4.04 The Statute P 4.05 The Need to Look Beyond the Statute for Answers--Supplementary Concepts P 4.06 An Alternative Principle for Understanding Both the Statute and the Concepts Offered to Supplement the Statute P 4.07 The Puzzling Case of TRAC Leases P 4.08 Conclusion CHAPTER 5 State Law Issues P 5.01 Scope P 5.02 Corporate Formalities P 5.03 Foreign Corporation Licensing, Registration and Reporting Requirements P 5.04 Usury Laws P 5.05 Unconscionability P 5.06 Common-Law and Statutory Liens P 5.07 State Filing Taxes P 5.08 Choice of Law P 5.09 Consent to Jurisdiction and Forum P 5.10 Security Deposits CHAPTER 6 Annotated Middle Market Master Lease and Equipment Schedule P 6.01 Scope of Chapter P 6.02 Annotated Middle Market Master Lease Agreement P 6.03 Annotated Lease Schedule Appendix A Form of Middle Market Master Lease and Equipment Schedule CHAPTER 7 Annotated Unconditional Continuing Guaranty and Letter of Credit P 7.01 Scope of Chapter P 7.02 Annotated Unconditional Continuing Guaranty P 7.03 Annotated Letter of Credit Appendix A Form of Unconditional Continuing Guaranty Appendix B Form of Letter of Credit CHAPTER 8 Commitment Letters and Other Preliminary Agreements (Written and Unwritten); Liability for Failing to Close P 8.01 Scope of Chapter P 8.02 Types of Preliminary Documents P 8.03 Content of Preliminary Documents P 8.04 "Unintentional" Commitments; Liability for Failing to Close P 8.05 Sample Clauses Appendix 8A Forms CHAPTER 9 Legal Opinions P 9.01 Scope of Chapter P 9.02 Overview of Legal Opinions P 9.03 In-House Versus Outside Counsel Opinions P 9.04 Specific Clauses P 9.05 Specific Kinds of Opinions P 9.06 Illustrative Opinion Forms Appendix 9A Bibliography CHAPTER 10 Insurance P 10.01 Insurance in Equipment Leases P 10.02 Negotiation of Insurance Provisions P 10.03 Sources of Insurance P 10.04 Insurance in Ship Leases P 10.05 Insurance in Aircraft Leases P 10.06 Insurance in Satellite Transponder Leases P 10.07 Insurance in Railroad Leases P 10.08 Insurance in Computer Leases P 10.09 Residual Value Insurance CHAPTER 11 Mergers and Acquisitions, Portfolio Purchases and Vendor Programs P 11.01 Mergers and Acquisitions and Portfolio Purchases P 11.02 Vendor Programs CHAPTER 12 Vendor Finance P 12.01 Introduction P 12.02 Areas of Primacy P 12.03 Types of Programs P 12.04 Joint Venture Formation P 12.05 Relationship Specifics P 12.06 Program Economics P 12.07 Reporting P 12.08 Dealer Finance P 12.09 Purchase Process (for Lease Finance) P 12.10 Credit Support P 12.11 Program Marketing P 12.12 Remarketing P 12.13 Portfolio Servicing P 12.14 Separation Issues P 12.15 Finance Partner Issues P 12.16 Accounting Issues P 12.17 Regulation P 12.18 Additional Considerations for Specific Asset Types P 12.19 Conclusion CHAPTER 13 Securitization P 13.01 Equipment Lease Securitization Generally P 13.02 Portfolio Analysis P 13.03 Credit Enhancement P 13.04 Accounting Aspects P 13.05 Tax Considerations P 13.06 Bankruptcy Aspects P 13.07 Securities Law Aspects P 13.08 UCC Considerations P 13.09 Certain Regulatory Aspects P 13.10 Selected Bibliography CHAPTER 13A Synthetic Leasing P 13A.01 Overview P 13A.02 Benefits to the Lessee P 13A.03 Operating Lease Treatment P 13A.04 Lease Intended for Security or Conditional Sale P 13A.05 Documentation P 13A.06 End of Term Options P 13A.07 Third Party Financing P 13A.08 Specific Issues to Be Considered P 13A.09 Conclusion Appendix A MASTER LEASE AGREEMENT Appendix B EQUIPMENT SCHEDULE CHAPTER 14 Warranties in Equipment Leasing P 14.01 Scope of Chapter P 14.02 Defining the Applicable Law in Terms of the Type of Leasing Transaction P 14.03 Warranties Under Common Law P 14.04 Uniform Commercial Code P 14.05 Waivers of Warranties P 14.06 Article 2A CHAPTER 15 Default, Remedies, and Litigation P 15.01 Introduction P 15.02 Events of Default--Contractual and Statutory P 15.03 Pre-Litigation Review P 15.04 Remedies P 15.05 Obtaining Possession of the Equipment P 15.06 Disposition of the Equipment P 15.07 Litigation P 15.08 Trial P 15.09 Forms CHAPTER 16 Equipment Lease Defaults: Calculating the Lessor's Damages P 16.01 Equipment Leases Contrasted with Other Types of Financing P 16.02 Elements of the Lessor's Damages P 16.03 Lessee's Damages P 16.04 Liquidated Damages P 16.05 Uniform Commercial Code Article 2A CHAPTER 17 Bankruptcy P 17.01 Introduction and Scope P 17.02 Dichotomy of Treatment in Bankruptcy of "True Leases" and Leases Intended as Security P 17.03 Rejection, Assumption and Assignment P 17.04 Selected Issues Affecting Equipment Lessors P 17.05 Article 2A and the Bankruptcy Code P 17.06 Forms P 17.07 Appendix CHAPTER 18 Fraud in Equipment Leasing P 18.01 Scope of Chapter P 18.02 Wrongful Omissions or Commissions P 18.03 How to Detect Fraudulent Lease Transactions P 18.04 Famous Frauds: Lessons to Be Learned P 18.05 How to Prevent Fraud P 18.06 How to Deal With Fraud Once Detected P 18.07 Appendix CHAPTER 19 Financing and Syndication of Equipment Lease Transactions P 19.01 Introduction P 19.02 "Routine" Procedures for Financing and Syndicating of Equipment Lease Transactions P 19.03 Methods of Financing and Syndicating Equipment Lease Transactions P 19.04 Representations and Warranties of Lessor in Financing of Equipment Lease Transactions P 19.05 Covenants of Lessor in Financing of Equipment Lease Transactions P 19.06 Representations, Warranties and Covenants of Funding Source P 19.07 Remedies for Breach of Representations, Warranties and Covenants by Lessor P 19.08 Voluntary Repurchase or Prepayment of Financed Lease Transactions P 19.09 Negotiating Documentation for Financing of Lease Transactions CHAPTER 20 Lessor's Tort and Lender Liability P 20.01 Theories of Lessor Tort Liability: Scope P 20.02 Strict Products Liability P 20.03 Negligence P 20.04 Avoidance Techniques: Insurance Coverage P 20.05 Theories of Lender Liability: Background P 20.06 Obligations of Good Faith Under the Uniform Commercial Code P 20.07 Common Law Theories P 20.08 Statutory Theories of Lender Liability P 20.09 Checklist for Avoidance of Lender Liability Claims CHAPTER 21 The Environmental Aspects of Equipment Leasing P 21.01 Introduction P 21.02 Comprehensive Environmental Response, Compensation and Liability Act P 21.03 Oil Pollution Act of 1990 P 21.04 Federal Water Pollution Control Act P 21.05 Other Significant Federal Statutes P 21.06 Risk Management and Safeguards Against Liability CHAPTER 22 Lease Syndication P 22.01 Introduction P 22.02 Equipment Syndication Structures P 22.03 Equipment Syndication Entities P 22.04 Securities Aspects of Syndications P 22.05 Private Offerings P 22.06 ERISA Considerations CHAPTER 23 Regulation of Bank Leasing Activities P 23.01 Introduction P 23.02 National Banks P 23.03 State Member Banks P 23.04 State Nonmember Banks P 23.05 Bank Holding Companies P 23.06 Joint Activities P 23.07 International Leasing Activities P 23.08 Savings Associations P 23.09 Affiliates of Savings Associations P 23.10 Other Regulations CHAPTER 24 Leveraged Leasing P 24.01 Background P 24.02 Overview P 24.03 Structure of a Leveraged Lease Transaction P 24.04 Documentation P 24.05 Variations of Leveraged Leases P 24.06 Federal Laws CHAPTER 25 Operating Leases P 25.01 Scope of Chapter P 25.02 Definitions P 25.03 Classes of Operating Leases P 25.04 Drafting the Traditional Operating Lease P 25.05 Drafting the Hybrid Operating Lease Appendix 25A Forms CHAPTER 26 Cross-Border Leasing P 26.01 Introduction P 26.02 Catalysts P 26.03 History P 26.04 Structural Issues P 26.05 Applicable Law P 26.06 Accounting and Reporting Requirements P 26.07 Privatization and Political Climates P 26.08 Export Financing P 26.09 Bankruptcy P 26.10 Uniform Codes CHAPTER 27 Consumer Leasing P 27.01 Scope of Chapter P 27.02 Federal Consumer Leasing Act P 27.03 Equal Credit Opportunity Act P 27.04 State Laws Focused on Consumer Leases P 27.05 Special Further Considerations CHAPTER 28 Facility and Project Lease Financing P 28.01 Scope P 28.02 Distinguishing a Facility Lease from an Equipment Lease P 28.03 Different Kinds of Facility Leases: Project Leases, Credit Leases and Hybrid Leases P 28.04 The Pros and Cons of a Facility Lease Financing P 28.05 Construction Financing Issues P 28.06 Preparing for Permanent Financing P 28.07 Special Issues for Consideration by the Parties to a Facility Lease Transaction P 28.08 Documentation P 28.09 Special Considerations in Closing a Facility Lease Transaction Appendix A Facility and Project Lease Financing List of Principal Documents CHAPTER 29 Leasing of Healthcare and Medical Equipment P 29.01 Introduction P 29.02 Financing the Healthcare Delivery System P 29.03 Identity of the Lessee P 29.04 Regulatory Considerations P 29.05 Lessor Tort Liability P 29.06 Bankruptcy Law Considerations P 29.07 Re-Marketing P 29.08 Drafting the Healthcare Equipment Lease Appendix A Healthcare/Medical Equipment Rider to Equipment Schedule to Master Lease Agreement Part II Specific Industry Leasing CHAPTER 30 Satellites and Transponders P 30.01 Introduction P 30.02 Satellites and Transponders P 30.03 Recommended Provisions in Financing Documentation P 30.04 Security Interests in Transponders P 30.05 Insurance P 30.06 Regulatory Considerations P 30.07 Tax Considerations CHAPTER 31 High-Tech and Computers P 31.01 Introduction P 31.02 The Computer Leasing Industry P 31.03 Characteristics of Computer and High-Technology Equipment P 31.04 Article 2A and High-Technology Leasing P 31.05 Analysis of Typical Computer Lease Terms and Provisions P 31.06 Analysis of Lessor/Lessee Ancillary Documents P 31.07 Assignment and Sale of Computer Leases P 31.08 Leasing of Software APPENDIX CHAPTER 31A Venture Leasing & Software Leasing I. VENTURE LEASING P 31A.01 Introduction P 31A.02 Lease Documentation P 31A.03 Warrant Documentation P 31A.04 Tenant Improvements and Fixtures II. SOFTWARE LEASING P 31A.05 Introduction P 31A.06 Really Unsecured Financing?--Risks Inherent in Software Leasing P 31A.07 Overview of Different Software Lease Structures P 31A.08 Perfection of a Security Interest in Intellectual Property P 31A.09 What Is the Proper Legal Characterization of a "Software Lease"? P 31A.10 What Is the Governing Law in a Software Lease Transaction? P 31A.11 Actions That a Lessor Can Take to Minimize Legal Risk P 31A.12 Sample Forms CHAPTER 32 Aircraft P 32.01 Introduction P 32.02 Aircraft P 32.03 Recommended Provisions in Lease Documentation P 32.04 Ownership, Leases and Security Interests in Aircraft and Engines P 32.05 Insurance P 32.06 Tax Considerations P 32.07 Conclusion CHAPTER 32A Corporate Aircraft P 32A.01 Introduction P 32A.02 Differences between Corporate Aircraft and Commercial Aircraft P 32A.03 Corporate Aircraft Financing Structures P 32A.04 Corporate Aircraft Fractional Interest Programs P 32A.05 Financing Fractional Interests P 32A.06 Conclusion CHAPTER 33 Railroad Rolling Stock P 33.01 The U.S. Rail System P 33.02 Recordation of Interests in Railroad Equipment P 33.03 Securities Regulation P 33.04 Special Tax Treatment P 33.05 Bankruptcy P 33.06 Selected Lease Provisions P 33.07 Appendix CHAPTER 34 Ships and Vessels P 34.01 Overview P 34.02 The "Wet Lease" P 34.03 The Ship Mortgage, Vessel Documentation, and the Jones Act P 34.04 Special Ship Leasing Considerations P 34.05 Glossary of Terms P 34.06 Table of Acts, Conventions and Treaties P 34.07 Marine Insurance Checklist P 34.08 Ship Loan Checklist Part III Taxation CHAPTER 35 Federal Income Taxation of Equipment Leasing P 35.01 Scope of Chapter P 35.02 Determining the Owner of the Leased Equipment P 35.03 The I.R.S. Ruling Guidelines P 35.04 Tax Consequences to Lessors P 35.05 Tax Consequences to Lessees P 35.06 Holding Ownership Interests in Leased Property P 35.07 Motor Vehicle Leases with Terminal Rental Adjustment Clauses P 35.08 Cross Border Leasing Transactions P 35.09 Tax Indemnities P 35.10 Tax Considerations in Defaults and Workouts Appendix A TAX INDEMNITY AGREEMENT Appendix B SAMPLE PURCHASE AND RENEWAL OPTION PROVISIONS Appendix C GENERAL TAX INDEMNITY PROVISION CHAPTER 36 Captive Leasing Companies P 36.01 Scope P 36.02 Definition and Purpose of Captive Leasing P 36.03 Financial Accounting Issues P 36.04 Tax Issues P 36.05 Legal Considerations CHAPTER 37 Meeting the Equipment Needs of State and Local Governments With Tax-Exempt Lease Purchase Financings P 37.01 Introduction P 37.02 Structure of Lease Purchase Financings P 37.03 Lease Purchase Agreements P 37.04 State Law Considerations P 37.05 Income Tax Considerations P 37.06 Conclusions CHAPTER 38 State and Local Taxation P 38.01 Overview P 38.02 Sales and Use Tax P 38.03 Other State and Local Taxes P 38.04 Sample Forms: Certificates of Exemption Part IV Accounting CHAPTER 39 Accounting for Leases P 39.01 Scope of Chapter P 39.02 Lease Accounting Theory P 39.03 Lease Classification Criteria P 39.04 Lessee Accounting P 39.05 Lessor Accounting P 39.06 Contingent Rents P 39.07 Sale-Leaseback Arrangements P 39.08 Leveraged Leases P 39.09 Leases Involving Real Estate P 39.10 Other Lease-Related Transactions P 39.11 Financial Statement Presentation and Disclosure P 39.12 Nonsubstantive Lessors--Synthetic Leases P 39.13 Securitizations--FASB 125 CHAPTER 40 Lessee Concerns in Equipment Leasing P 40.01 Overview P 40.02 Preparation for Leasing P 40.03 Lease Commencement Considerations P 40.04 Lessor Responsibility P 40.05 Equipment Use Provisions P 40.06 Flexibility Regarding Equipment Term P 40.07 Return Provisions P 40.08 Equipment Casualty P 40.09 Additional Considerations P 40.10 Summary Part V U.C.C. Article 2A Leases AMENDMENTS TO UNIFORM COMMERCIAL CODE ARTICLE 2A--LEASES
650			_a1. Industrial Equipment Leases - U K 2. Mergers & Acquisitions
700			_aWong Jeffrey J _a
942			_2ddc _cBK