Republic Plaza Properties Partnership, PFI Republic Limited, Inc., Tax Matters Partner - Page 22

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          argument, that even if the Court were to hold that the 11.5-month           
          period of zero rent provided in the lease agreement is a reason-            
          able rent holiday described in section 467(b)(5)(C) and/or was              
          not granted for a principal purpose of tax avoidance so that                
          Partnership shall accrue rent for 1988 under the lease agreement            
          by allocating that rent in accordance with that agreement as                
          provided in section 467(b)(1)(A), and not pursuant to the con-              
          stant rental accrual method as provided in section 467(b)(2),               
          Partnership nonetheless would be required for 1988 to accrue rent           
          under section 467(b)(1)(A) in an amount at least equal to the               
          amount of the Partnership letter of credit (viz, $8,872,245) that           
          BCE delivered to Partnership.                                               
          Reasonable Rent Holiday--Section 467(b)(5)(C)                               
               The Code does not define what is meant by the term "reason-            
          able rent holidays" in section 467(b)(5)(C).15  However, the                

          15  Although sec. 467(b)(5) required the Secretary to issue                 
          regulations prescribing circumstances relating to, inter alia,              
          reasonable rent holidays under which agreements will not be                 
          treated as disqualified leaseback or long-term agreements, no               
          regulations were issued under sec. 467 until June 3, 1996.  On              
          that date, respondent issued proposed regulations under sec. 467            
          that do not apply to (1) rental agreements entered into prior to            
          the date on which regulations under that section are published as           
          final regulations in the Federal Register and (2) disqualified              
          leaseback and long-term agreements entered into prior to June 3,            
          1996.  Sec. 1.467-8, Proposed Income Tax Regs., 61 Fed. Reg.                
          27850 (June 3, 1996).  Those proposed regulations, which are not            
          in any event binding on the Court, Zinniel v. Commissioner, 89              
          T.C. 357, 369 (1987), do not apply to the lease agreement in-               
          volved here that was entered into in June 1988, and nothing                 
          herein is intended to convey, and nothing herein should be                  
                                                             (continued...)           




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