the preferred priority amount also reduces the Market Rate. However, Subchapter K provides that if preferred payments may be made without regard to the Freeze Entity's "income," then the preferred payments are "guaranteed payments." The transfer of property other than cash to satisfy an obligation to make a "guara

e look-through rules that may apply if the Freeze Entity holds a majority position in the stock of an issuer. Even if more than 80% of the value of the Freeze Entity's asset are held for investment (which may often be the case), the transfer will only trigger taxable gain under Code Section 721(b) if the transfer

. For example, if the assets coverage and/or dividend coverage ratios for the Preferred Units have changed as a result of a change in the value of the Freeze Entity's underlying assets or a change in the entity's ability to generate cash flow to pay the preferred dividend, these changes need to be considered when