C owns 60 shares and D owns 40 shares of Z Corporation, representing all of the outstanding shares. C and D are otherwise unrelated individuals. C sells all of the Z stock to D for $600 in cash and $3000 in notes payable over a 20 year period. Z pays off D's note as payments fall due.

a. Under these facts, C may transfer the obligation to Z without any additional tax implications

b. Under the Wall case, D would receive corporate distributions from Z. If E&P is present, there would be a dividend

c. Neither of the above.

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