CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 49

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          addition, CFP would be entitled to terminate CLI’s exclusive                
          remarketing agency if an item of equipment was not leased for               
          more than 120 days and CLI had not presented a remarketing                  
          opportunity within that 120-day period.                                     
               6.  Also on November 1, 1994, EQ and CLI entered into a                
          remarketing agreement (owner remarketing agreement) providing               
          that CLI would be responsible for the remarketing of the leased             
          equipment after the master lease’s term expired.  The owner                 
          remarketing agreement, with respect to the application of rent              
          proceeds, had identical terms to those contained in the above-              
          described master remarketing agreement between CFP and CLI.                 
               7.  On November 30, 1994, CFP sold for $11,773,040 to                  
          Hitachi Credit America Corp. (HCA) its right to the rental income           
          from the existing end-user leases on the K-Mart, Shared, and                
          other equipment in a transaction described as a “rent strip                 
          sale”.  CFP, in turn, paid the $11,773,040 to ERA in satisfaction           
          of the senior debt that encumbered the leased equipment.                    
          Simultaneously with the rent strip sale to HCA, CLI, ERA, and CFP           
          agreed to release their liens against the rents to become due               
          under the K-Mart, Shared, and other end user leases.  CLI and               
          ERA, but not CFP, subordinated their claims against the leased              
          equipment to the rights of HCA.  Thereafter, K-Mart, Shared, and            
          other end users were also instructed to pay the rent due from               








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