IPO II, A Partnership, Gerald R. Forsythe, Tax Matters Partner - Page 15

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          other contractual arrangements.  It also means that, with regard            
          to recourse liabilities, the shifting of basis cannot occur                 
          without a concomitant shifting of the underlying risk of economic           
          loss.                                                                       
               Mr. Forsythe bore the economic risk of loss with regard to             
          the recourse liability because he personally guaranteed the full            
          amount of the Nationsbanc loan and had no rights to                         
          “reimbursement, contribution, exoneration or indemnity (or any              
          similar right)”.  See sec. 1.752-2(b)(3)(i), Income Tax Regs.               
          Pursuant to the related partner exception, Mr. Forsythe and                 
          Indeck Overseas, as common owners of interests in IPO II, may not           
          be treated as related persons for purposes of all determinations            
          of economic risk of loss.  Therefore, Mr. Forsythe’s economic               
          risk of loss as guarantor cannot be attributed to Indeck                    
          Overseas, as conceded by petitioner.                                        
               Petitioner argues, however, that Indeck Overseas did bear              
          economic risk of loss for the recourse liability through the                
          Indeck Energy guaranty.  Petitioner argues that Indeck Overseas             
          can be related to Indeck Energy through Mr. Forsythe for purposes           
          of determining economic risk of loss.  We disagree.                         
               Indeck Overseas is only related to Indeck Energy via its               
          “relationship” with Mr. Forsythe.  See sec. 267(b)(11); sec.                
          1.752-4(b)(1), Income Tax Regs.  The related partner exception              
          begins with the language “Notwithstanding paragraph (b)(1) of               






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