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lessee failed to pay the rent due to Cedilla Invest. for a
particular piece of equipment. Under the limited recourse
promissory note, the payee agreed to look solely to the
collateral for the payment of any of the obligations of the payor
under the note. There was no right of the payee to pursue the
payor independently of the collateral. The note further provided
that the secured interest of the payee was subject to the lien
interests of senior lienholders and end users.
Checks issued by Cedilla Invest. to pay FSC provide no
evidence that FSC ever negotiated the checks.
C. Cedilla Invest.-1979 Foreign Transaction (British Aerospace
Transaction)
On October 31, 1979, a sale and purchase agreement was
effected between Atlantic Computer Leasing, Ltd. (Atlantic),
European Leasing, Ltd. (European), Carena Computers B.V.
(Carena), and Funding Systems International Corp. (Funding
International). Under this agreement, Funding International, as
purchaser, executed and delivered to Carena a nonnegotiable,
nonrecourse promissory note dated October 31, 1979, in the amount
of $2,820,501.
The computer equipment, referred to as the British Aerospace
transaction, consisted of IBM computers located in England and
was subject to various leases. The equipment was identified as
follows: (1) British Aerospace 5-year lease for an I.B.M. model
3032 and other equipment; (2) Unichem, Ltd. 6-year lease for an
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