Anthony Teong-Chan Gaw as Transferee of Radcliffe Investment LTD. - Page 39

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                  With respect to petitioner's second contention (viz., the                                
            use of cash collateral for the loans at issue from the U.S. banks                              
            in question obviated the need to obtain the consent of Mr. Jee in                              
            order to encumber those partnerships' assets), there is nothing                                
            in the record that supports petitioner's contention that that                                  
            need affected the form of any of the Bank transactions.  During                                
            the years at issue, Radcliffe and BOT held a majority interest in                              
            NMSC and 300 Montgomery Associates, respectively.  Respondent                                  
            concedes that Mr. Jee's consent would have been required in order                              
            to encumber the assets of those partnerships, see Cal. Corp. Code                              
            sec. 15009(3)(a) (West 1991), but there is no indication that Mr.                              
            Jee would have refused to grant it.  In fact, in February 1986,                                
            apparently in an effort to restructure the existing Bank loans                                 
            that were secured by cash deposits, petitioner requested Union                                 
            Bank to consider making a new loan to Radcliffe and/or BOT in the                              
            amount of $8,400,000 that would have replaced those existing                                   
            loans and that was to be secured by the buildings owned by NMSC                                
            and 300 Montgomery Associates.  This indicates to us that peti-                                
            tioner did not consider obtaining Mr. Jee's consent an obstacle                                
            to the funding of loans that were to be secured by those build-                                
            ings.93  Furthermore, petitioner testified that, in order to                                   


            92(...continued)                                                                               
            rate of interest on its loans.                                                                 
            93  It is not altogether clear whether petitioner knew when he                                 
            made that request in February 1986 that Radcliffe was to acquire                               
                                                                            (continued...)                 




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