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as a director. Cedilla Invest. and O.P.M. executed a
substitution agreement dated January 23, 1978, which permitted
O.P.M. to substitute and exchange certain equipment for the
original leased equipment.
B. Cedilla Invest.-1977 Domestic Transaction Master Lease
Transaction)
Cedilla Invest. entered into a purported master purchase
agreement with FSC on November 27, 1977, wherein Cedilla Invest.
purchased certain computer equipment. Some of the equipment was
acquired in 1978. Cedilla Invest. then leased the equipment back
to FSC for a term of 108 months for each piece of equipment.
Included in this master lease agreement was a master remarketing
agreement.
During the term of the lease, the lessee was responsible for
maintenance of the equipment and the risk of loss from damage
thereto. The lessee had the right to sublet the equipment.
With respect to the purchase of each item of equipment under
the master agreement, Cedilla Invest. executed a limited recourse
promissory note. The limited recourse promissory note included a
deferral provision which permitted, in the event the lease was
terminated prior to the expiration thereof on account of default,
deferral of payment of the balance due on the note and any
accrued interest until December 31, 1991. The limited recourse
promissory note also included a provision authorizing Cedilla
Invest. to defer payment on its obligation under the note if the
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