Robert L. Whitmire - Page 20

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          scenario the limited partners of Petunia likely would be required            
          to make payments on Petunia’s debt obligations to F.S. Venture.              
          In that scenario, on the basis of the relationships between the              
          various parties, the guaranties of FSC, the Commitment and Side              
          Agreements, and the suspension and setoff provisions of the                  
          agreement between F.S. Venture and Petunia, we believe the                   
          limited partners of Petunia would have legal defenses against                
          FSC, F/S Computer, F.S. Venture, and MHLC that would protect the             
          limited partners of Petunia from any realistic obligation to make            
          any actual payments under the Partnership Note.                              
               Further, the hypothetical inability of a guarantor such as              
          FSC to satisfy guaranty obligations due to bankruptcy or                     
          insolvency generally is not to be considered in applying section             
          465(b)(4) unless it contributes to a realistic possibility of                
          economic loss.  Thornock v. Commissioner, 94 T.C. 439, 454                   
          (1990); Capek v. Commissioner, 86 T.C. 14, 52 (1986); S. Rept.               
          94-938 at 50 n.6 (1976), 1976-3 C.B. (Vol. 3) 49, 88; see also               
          Van Roekel v. Commissioner, T.C. Memo. 1989-74, 56 T.C.M. (CCH)              
          1297, 1307-1308, 1989 T.C.M. (P-H) par. 89,074, at 89-341; Young             
          v. Commissioner, T.C. Memo. 1988-440, affd. 926 F.2d 1083 (11th              
          Cir. 1991), with regard to the significance of a parent                      
          corporation’s guaranty of its subsidiary’s debt obligation.                  
               We do not believe that under any of petitioner’s suggested              
          scenarios Petunia and its limited partners would be held liable              
          for the debt obligations associated with this transaction.                   




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