Republic Plaza Properties Partnership, PFI Republic Limited, Inc., Tax Matters Partner - Page 33

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               cures the payment of rent during the first 11.5 months                 
               of the lease in the amount of $8,872,245.00.  It is                    
               incongruous for petitioner to argue that zero rent is                  
               allocated to the first 11.5 months of the lease when                   
               the letter of credit is clearly a provided-for substi-                 
               tute in the form of security for any rent that is not                  
               paid during this period in the amount of $8,872,245.00.                
               Therefore, under the terms of the lease agreement, at                  
               least $8,872,245.00 is allocated to the lease term and                 
               must be accrued by petitioner in the first 11.5 months                 
               of the lease, if the Court finds that the parties to                   
               the lease should have followed the allocations made                    
               under the lease under I.R.C. � 467(b)(1)(A).                           
               In addition to being difficult to comprehend, the foregoing            
          argument of respondent regarding the Partnership letter of credit           
          is premised upon certain allegations of fact that are not estab-            
          lished by the record herein.  In this regard, it will be helpful            
          to quote pertinent portions of the lease agreement.  That agree-            
          ment recited:                                                               
               53. LETTER OF CREDIT.  As security for the payment of                  
               Basic Rent, Lessee has delivered a letter of credit                    
               (herein, such letter of credit, and each extension or                  
               replacement thereof pursuant to this Section 53, is                    
               called the "Letter of Credit") in the aggregate amount                 
               equal to $8,872,245, with an expiry date of June 30,                   
               1989, issued by Canadian Imperial Bank of Commerce                     
               ("CIBC") and Citicorp Real Estate, Inc., and with the                  
               Lessor * * * as beneficiary, which Letter of Credit may                
               be assigned for collateral purposes by the Lessor to                   
               Canadian Imperial Bank of Commerce * * *.                              
                    In addition to the foregoing, at least forty (40)                 
               days prior to the expiration of the first, second and                  
               third Lease Years (hereinafter defined), except to the                 
               extent that any prior Letter of Credit shall have been                 
               drawn up, Lessee shall likewise deliver to the benefi-                 
               ciary [Partnership] an extension of or replacement for                 
               the Letter of Credit in an aggregate amount * * * equal                
               to the following * * *.                                                
                        *     *     *     *     *     *     *                         




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