Investment Research Associates - Page 452




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               Under the terms of the "limited recourse promissory note",              
          Cedilla Invest. was only personally liable during the times and              
          to the extent of the amounts referenced in Schedule B annexed                
          thereto.  Schedule B specifically provided that the payor's                  
          (Cedilla Invest.'s) "maximum aggregate amount" of personal                   
          liability was zero.  Further, and also under the terms of the                
          note, Cedilla Invest.'s only obligation with respect to payment              
          of the amounts due thereunder was expressly in the nature of a               
          "nonrecourse obligation", and the payee "shall look solely and               
          only to the Collateral for the payment and performance" of                   
          Cedilla Invest.'s obligations under the note. Other than the                 
          purchase agreements, bills of sale, and promissory notes, IRA did            
          not produce any other documents in connection with these                     
          equipment leasing transactions, such as equipment appraisals,                
          economic forecasts, related correspondence, legal opinions, rent             
          payment schedules, checks (negotiated or otherwise) evidencing               
          payments of purchase price or rentals, and/or records                        
          establishing the existence or actual location of the equipment at            
          any time during the subject leases.                                          
                                       OPINION                                         
          I.   Leasing Transactions Generally                                          
               To be entitled to the depreciation and interest deductions,             
          tax credits, and losses claimed in connection with the computer              
          equipment sale and leaseback transactions engaged in by IRA for              






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Last modified: May 25, 2011