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Assuming that MTT defaulted on its lease obligations under
its end-user lease and that MHLC commenced collection efforts
that broke the circle of payments (or accounting entries) between
F/S Computer, F.S. Venture, and Petunia jeopardizing Petunia’s
ability to make payments due on its debt to F.S. Venture, before
any liability of the limited partners would be triggered, FSC
would have been required to honor its obligations under the
Guaranty Agreement, thereby providing funds needed by Petunia to
pay F.S. Venture. FSC, through its guaranties--not the limited
partners of Petunia--would be required to provide funds (or
accounting entries) necessary to keep payments current on the
debt obligations of Petunia.
The obligations of FSC and F/S Computer under the Guaranty
and Commitment Agreements, the suspension and setoff provisions
under the purchase agreement between F.S. Venture and Petunia,
the fact that F.S. Venture and Petunia did not assume Alanthus’
recourse promissory note to MHLC, the provisions of the Side
Agreement (to which MHLC itself was a party) that expressly
immunized Petunia from any liability on Alanthus’ recourse
promissory note to MHLC, and the matching payments under the
various essentially offsetting obligations effectively immunized
Petunia from any realistic possibility for loss in connection
with the transaction in issue.
Petitioner suggests a scenario under which FSC would not
honor its guaranties, and petitioner suggests that under that
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