Robert L. Whitmire - Page 18

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               In an attempt to distinguish the instant case from Thornock             
          v. Commissioner, supra, and other similarly decided cases,                   
          petitioner emphasizes the recourse nature, under New York law, of            
          the underlying third-party secured loan of MHLC.  Petitioner                 
          describes various scenarios under which petitioner alleges that              
          there would exist a realistic possibility that petitioner                    
          ultimately would be required to make actual payments on the                  
          partnership loan if MHLC, the third-party creditor, pursued                  
          collection from F/S Computer, F.S. Venture, or from Petunia.                 
          Petitioner argues that, primarily because of the recourse nature             
          of the Alanthus promissory note to MHLC, petitioner was not                  
          insulated from liability on Petunia’s debt obligations.                      
          Petitioner further argues that section 465(b)(4) should not apply            
          to rent guaranties.                                                          
               We disagree with each of petitioner’s arguments.  Analyzing             
          the substance of the equipment leasing transaction before us, we             
          conclude that petitioner and the other limited partners of                   
          Petunia are not to be treated as at risk under section 465 with              
          respect to the debt obligations of Petunia.  The limited partners            
          of Petunia were protected from any realistic possibility of                  
          economic loss on this transaction.                                           



          5     (...continued)                                                         
               collateral are applied to the outstanding debt], and,                   
               unless otherwise agreed, the debtor is liable for any                   
               deficiency. * * *                                                       




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