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Ernst & Young LLP
One Manhattan West
New York, NY 10001
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Tel: +1 212 773 3000
ey.com
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Enterprise Fleet Financing 2025-3, LLC (the “Issuer”)
Enterprise Fleet Management, Inc. (the “Sponsor”)
600 Corporate Park Drive
St. Louis, Missouri 63105
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3 July 2025
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Re: | Enterprise Fleet Financing 2025-3, LLC |
Series 2025-3 Asset Backed Notes (the “Notes”) | |
Sample Lease Agreed-Upon Procedures |
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Page 2 of 4
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a. |
An electronic data file labeled “DATA_TAPE_202506.accdb” and the corresponding record layout and decode information, as applicable (the “Data File”), that the Sponsor, on behalf of the
Issuer, indicated contains information as of 31 May 2025 (the “Cutoff Date”) relating to certain leases and the vehicles subject to those leases,
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b. |
Imaged copies of the following items (collectively, the “Source Documents”):
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i. |
The master equity lease agreement, master walkaway lease agreement, assignment and assumption agreement, open-end lease agreement, unlimited guaranty and any corresponding amendments or
addendums or other related documents (collectively and as applicable, the “Master Lease Agreement”),
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ii. |
Certain printed screen shots from the Sponsor’s servicing system (the “System Screen Shots”),
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iii. |
The credit review file (the “Credit Review File”),
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iv. |
The certificate of title and corresponding affidavit of correction, as applicable, certificate of origin for a vehicle, vehicle record, electronic title, certificate of vehicle
registration, VTR inquiry, CVR inquiry report, application for registration of new vehicle, motor vehicle registration, multi-purpose application, current title, application to title, vehicle registration inquiry report, purchase order,
registered owner’s assignment/dealer’s reassignment of title to a motor vehicle, original motor vehicle title receipt, registration certificate or other related documents (collectively and as applicable, the “Title”) and
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v. |
The vehicle or equipment certificate of insurance, certificate of liability insurance, evidence of property insurance, evidence of property coverage, self‑insurance addendum to the Master
Lease Agreement, liability and property coverage certificate, certificate of property insurance, certificate of coverage, certificate of insurance, certificate of pool coverage, business auto policy, insurance policy, certificate of
liability coverage, lessor evidence of insurance, statement of self-insurance, lessor – additional insured and loss payee, additional insured (lessor) with loss payable clause, loss payable addendum, intergovernmental risk pool certificate
of coverage, risk management fund interlocal agreement, insurance letter, insurance lender inquiry, memorandum of insurance, municipal vehicle program verification letter, Section 11(a) of the Master Lease Agreement and/or other related
documents (collectively and as applicable and available, the “Insurance Source Documents”)
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c. |
Certain schedules and the corresponding record layout and decode information, as applicable (the “Accumulated Depreciation Schedules,” together with the Source Documents, the “Sources”),
that the Sponsor, on behalf of the Issuer, indicated contain monthly accumulated depreciation amounts for certain Sample Leases,
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Page 3 of 4
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d. |
The list of relevant characteristics (the “Sample Characteristics”) on the Base Data File (as defined in Attachment A), which is shown on Exhibit 1 to Attachment A, and
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e. |
Instructions, assumptions and methodologies, which are described in Attachment A.
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a. |
Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
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b. |
Making any findings with respect to:
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i. |
Whether the origination of the Leases conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
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ii. |
The value of the collateral securing the Leases,
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iii. |
Whether the originator(s) of the Leases complied with federal, state or local laws or regulations or
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iv. |
Any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms
and conditions.
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Page 4 of 4
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Attachment A
Page 1 of 3
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1. |
As instructed by the Sponsor, on behalf of the Issuer, we removed the information corresponding to the leases and the vehicles subject to those leases from the Data File with a financial
issuance description (FIN_ISS_DSC) other than “Base $1.25B,” as shown on the Data File.
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2. |
As instructed by the Sponsor, on behalf of the Issuer, we randomly selected a sample of 150 Base Leases from the Base Data File (the “Sample Leases”). For the purpose of this procedure,
the Sponsor, on behalf of the Issuer, did not inform us as to the basis for how they determined the number of Sample Leases or the methodology they instructed us to use to select the Sample Leases from the Base Data File.
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3. |
For each Sample Lease, we:
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a. |
Compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Base Data File, to the corresponding information located on, or to the corresponding information
we recalculated using information located on, the corresponding Sources, subject to the instructions, assumptions and methodologies provided by the Sponsor, on behalf of the Issuer, described in the notes to Exhibit 1 to Attachment A. The
Source(s) that we were instructed by the Sponsor, on behalf of the Issuer, to use for each Sample Characteristic are shown on Exhibit 1 to Attachment A. All such compared information was found to be in agreement.
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b. |
Observed that the corresponding Master Lease Agreement contained a signature in the lessee signature section of such Master Lease Agreement. We performed no procedures to determine the
validity of the signature contained in the lessee signature section of such Master Lease Agreement.
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c. |
Observed that the corresponding Credit Review File contained either a line of credit authorization form or an addendum to the line of credit authorization form that had an (i) approval
and (ii) electronic signature. We performed no procedures to determine the validity of the approval or electronic signature contained in such Credit Review File.
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Attachment A
Page 2 of 3
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d. |
Compared the completed date, as shown in the corresponding Credit Review File, to the Cutoff Date, and, except for the Sample Leases listed on Exhibit 2 to Attachment A, observed that the
completed date, as shown in such Credit Review File, occurred during the 12 month period ending on and including the Cutoff Date.
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e. |
Observed, as applicable, that Enterprise FM Trust or, for Sample Leases with a Title from the state of Nebraska, Enterprise FM Inc, was the named party listed as owner name, name of
purchaser, name of lessor, buyer’s name or, for Sample Leases with a Title from the state of Oregon, security interest holder/lessor name, all as shown in the corresponding Title, all of which the Sponsor, on behalf of the Issuer, indicated
is the “Owner.”
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f. |
Observed the loss payee name for physical damage insurance and additional insured name for liability insurance in the corresponding Insurance Source Documents (as applicable and
available) or corresponding System Screen Shots (as applicable) listed below, subject to the additional instruction(s) provided by the Sponsor, on behalf of the Issuer, described in the succeeding paragraph(s) of this Item. We also
observed in such Insurance Source Documents (as applicable and available) or System Screen Shots (as applicable), that:
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i. |
103 of the Sample Leases have Insurance Source Documents that indicate physical damage and liability insurance coverage and identify “Enterprise FM Trust” as both the loss payee and
additional insured,
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ii. |
20 of the Sample Leases have Insurance Source Documents that indicate the lessee being self-insured for physical damage and that indicate liability insurance coverage and identify
“Enterprise FM Trust” as the additional insured,
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iii. |
Eight (8) of the Sample Leases have System Screen Shots that indicate “Enterprise Enrollment Coverage” as the insurance carrier for both physical damage and liability and that indicate
the amount of physical damage insurance and liability insurance that is billed each month,
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iv. |
Seven (7) of the Sample Leases have Insurance Source Documents that indicate physical damage and liability insurance coverage and identify “Enterprise FM Trust” as the loss payee. We
were unable to observe an additional insured for these Sample Leases. The Sponsor, on behalf of the Issuer, indicated that these Sample Leases’ Insurance Source Documents do not list “Enterprise FM Trust” as the additional insured because
the lessees are government entities. We performed no procedures to determine the accuracy, completeness or reasonableness of the information provided by the Sponsor, on behalf of the Issuer, described in the preceding sentence,
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v. |
Six (6) of the Sample Leases have System Screen Shots that indicate “Enterprise Enrollment Coverage” as the insurance carrier for only physical damage and that indicate the amount of
physical damage insurance that is billed each month and have Insurance Source Documents that indicate liability insurance coverage and identify “Enterprise FM Trust” as the additional insured,
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Attachment A
Page 3 of 3
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vi. |
Four (4) of the Sample Leases have Insurance Source Documents that indicate the lessee being self-insured for both physical damage and liability,
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vii. |
One (1) of the Sample Leases has System Screen Shots that indicate “Enterprise Enrollment Coverage” as the insurance carrier for only physical damage and that indicate the amount of
physical damage insurance that is billed each month and has Insurance Source Documents that indicate the lessee being self-insured for liability and
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viii. |
One (1) of the Sample Leases has Insurance Source Documents that indicate physical damage and liability insurance coverage. We were unable to observe an additional insured or loss payee
for this Sample Lease. The Sponsor, on behalf of the Issuer, indicated that this Sample Lease’s Insurance Source Documents do not list “Enterprise FM Trust” as the additional insured or loss payee because the lessee is a government entity
in the state of Georgia. The Sponsor, on behalf of the Issuer, indicated the state of Georgia will not add a private, non-state entity or individual as an additional insured and/or loss payee. We performed no procedures to determine the
accuracy, completeness or reasonableness of the information provided by the Sponsor, on behalf of the Issuer, described in the preceding sentences.
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Exhibit 1 to Attachment A
Page 1 of 4
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Sample Characteristic
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Base
Data File Field Name
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Source(s)
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Note(s)
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Unit number
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UNIT_NBR
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System Screen Shots
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i.
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Client number
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CLIENT_NUMBER
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System Screen Shots
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ii.
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Legal name of the lessee
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CLIENT_NAME
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System Screen Shots
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iii.
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Vehicle make
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VEHICLE_MAKE
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System Screen Shots
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Vehicle model
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VEHICLE_MODEL
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System Screen Shots
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Vehicle type
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VEH_TYPE_NAME
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System Screen Shots
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Contract type
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LEASE_TYPE
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System Screen Shots
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iv.
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Lease term
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TERM
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System Screen Shots
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v.
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Interest percentage
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INT_PCT
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System Screen Shots
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Interest adjustment percentage
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INT_ADJ_PCT
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System Screen Shots
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vi.
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Vehicle residual value
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RESIDUAL_VALUE_AMOUNT
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(a) System Screen Shots and recalculation or
(b) System Screen Shots, Accumulated Depreciation Schedules and recalculation
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v., vii.
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Vehicle capitalized cost
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CAP_COST_AMOUNT
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System Screen Shots
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v.
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Client industry
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BUSN_TYPE_DESC
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System Screen Shots
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viii.
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i. |
For identification purposes only.
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ii. |
The Sponsor, on behalf of the Issuer, indicated that for certain Sample Leases (the “Affiliate Sample Leases”), the lessee is identified in the System Screen Shots as a sub-customer of a
master customer (the “Master Customer”). For the purpose of comparing the client number Sample Characteristic for each Affiliate Sample Lease, the Sponsor, on behalf of the Issuer, instructed us to use the client number corresponding to
the Master Customer, as shown in the System Screen Shots.
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Exhibit 1 to Attachment A
Page 2 of 4
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iii. |
For the purpose of comparing the legal name of the lessee Sample Characteristic for each Sample Lease (except for Affiliate Sample Leases), the Sponsor, on behalf of the Issuer,
instructed us to ignore differences that appear to be due to abbreviations, hyphenations, truncations, punctuation, legal entity descriptors or additional words or descriptions.
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a. |
Use the legal name of the Master Customer, as shown in the System Screen Shots, and
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b. |
Ignore differences that appear to be due to abbreviations, hyphenations, truncations, punctuation, legal entity descriptors or additional words or descriptions.
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iv. |
For the purpose of comparing the contract type Sample Characteristic for each Sample Lease, the Sponsor, on behalf of the Issuer, indicated that:
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a. |
A contract type of “Type N,” as shown in the System Screen Shots, corresponds to a closed term lease (the “Closed Term Sample Leases”) and
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b. |
A contract type of “Type E,” as shown in the System Screen Shots, corresponds to an open term lease (the “Open Term Sample Leases”).
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v. |
The Sponsor, on behalf of the Issuer, indicated that certain of the System Screen Shots contained account activity that occurred after the Cutoff Date. For the purpose of comparing the
indicated Sample Characteristics for each Sample Lease, the Sponsor, on behalf of the Issuer, instructed us to only consider account activity that occurred on or prior to two business days after the Cutoff Date (and in accordance with any
other applicable note(s)). The Sponsor, on behalf of the Issuer, indicated that modifications made within two business days after the Cutoff Date become effective as of the Cutoff Date in their system. We performed no procedures to
determine the accuracy, completeness or reasonableness of the information provided by the Sponsor, on behalf of the Issuer.
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vi. |
The Sponsor, on behalf of the Issuer, instructed us not to compare the interest adjustment percentage Sample Characteristic for any Closed Term Sample Leases.
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Exhibit 1 to Attachment A
Page 3 of 4
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vii. |
For the purpose of comparing the vehicle residual value Sample Characteristic for each Sample Lease (except for Sample Lease Numbers 39, 56, 74, 99, 132, 134 and 144) (subject to the
additional instruction(s) provided by the Sponsor, on behalf of the Issuer, described in the succeeding paragraph(s) of this note and in accordance with any other applicable note(s)), the Sponsor, on behalf of the Issuer, instructed us to
recalculate the vehicle residual value by subtracting the:
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a. |
Product of:
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i. |
The monthly depreciation amount and
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ii. |
The difference between the lease term and months in service
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b. |
Sum of the unit delivered price and accumulated depreciation reserve,
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a. |
Product of the:
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i. |
Unit delivered price, as shown in the System Screen Shots,
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ii. |
Depreciation percent, as shown in the System Screen Shots, and
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iii. |
Difference between the lease term, as shown in the System Screen Shots, and months in service, as shown on the Accumulated Depreciation Schedules,
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b. |
Sum of the:
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i. |
Unit delivered price, as shown in the System Screen Shots, and
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ii. |
Sum of the depreciation amounts for each corresponding month in service, as shown on the Accumulated Depreciation Schedules.
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Exhibit 1 to Attachment A
Page 4 of 4
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viii. |
For the purpose of comparing the client industry Sample Characteristic for each Affiliate Sample Lease, the Sponsor, on behalf of the Issuer, instructed us to use the client industry
corresponding to the Master Customer, as shown in the System Screen Shots.
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Exhibit 2 to Attachment A
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Sample Lease Number
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Completed Date
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57
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5/23/2024
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60
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4/4/2024
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63
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4/4/2024
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71
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5/29/2024
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88
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3/28/2024
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149
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4/17/2024
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a. |
Whether or not the client plans to place additional orders over the next year and/or whether the expected timing of those additional orders allows for the credit review to be deferred,
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b. |
The level of risk inherent with the client’s fleet,
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c. |
How long they have been a client,
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d. |
Whether the latest financial information may be reviewed without performing a complete credit review (if the credit file is for a public company) and
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e. |
Whether the client has been placed on credit hold or order hold.
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