ASSERTIONS OF ANY TAXING OR OTHER GOVERNMENTAL AUTHORITY AS TO ANY TAX RETURNS
AND ANY TIGI COMBINED RETURNS.
IWEST AND IREIC AND THE AGENT SHALL, AT THEIR
OWN EXPENSE, MAINTAIN SUCH TAX INFORMATION OR TAX RECORDS RELATING TO THE
SERVICE PROVIDERS AS ARE REGULARLY MAINTAINED BY SUCH PARTY OR AS MAY BE
REQUIRED BY LAW TO BE MAINTAINED.
SUCH TAX RECORDS OR TAX INFORMATION SHALL BE
MADE AVAILABLE UPON WRITTEN REQUEST WITHIN TEN (10) BUSINESS DAYS OF SUCH
REQUEST.
IF THE REQUESTING PARTY, IN ITS REASONABLE JUDGMENT, SHALL DETERMINE
THAT IT IS NECESSARY THAT ANY SUCH TAX RECORDS OR TAX INFORMATION BE MADE
AVAILABLE BEFORE TEN (10) BUSINESS DAYS FROM SUCH REQUEST, THE OTHER PARTY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO MAKE SUCH TAX RECORDS OR TAX INFORMATION
AVAILABLE (OR CAUSE SUCH TAX RECORDS OR TAX INFORMATION TO BE MADE AVAILABLE)
WITHIN SUCH SHORTER PERIOD, BUT IN NO EVENT UPON LESS THAN TWO (2) BUSINESS
DAYS' PRIOR WRITTEN NOTICE FROM THE REQUESTING PARTY.
THE NON-REQUESTING PARTY
SHALL, UPON REQUEST BY THE REQUESTING PARTY, PROMPTLY FURNISH THE REQUESTING
PARTY WITH A COPY OF SUCH TAX RECORDS OR TAX INFORMATION.
(G)
ANY INCOME TAX REFUNDS THAT ARE RECEIVED BY IWEST OR THE SERVICE
PROVIDERS, AND ANY AMOUNTS CREDITED AGAINST TAXES TO WHICH IWEST OR THE SERVICE
PROVIDERS BECOME ENTITLED, THAT RELATE TO PRE-CLOSING TAX PERIODS SHALL BE FOR
THE ACCOUNT OF THE STOCKHOLDERS OF THE SERVICE PROVIDERS, AND IWEST SHALL PAY
OVER TO IREIC WITH RESPECT TO THE ADVISOR AND THE AGENT ON BEHALF OF ANY
MANAGERS ANY SUCH REFUND OR THE AMOUNT OF ANY SUCH CREDIT WITHIN FIFTEEN (15)
DAYS AFTER RECEIPT OF SUCH REFUND OR USE OF SUCH CREDIT.
NOTWITHSTANDING THE
FOREGOING, ANY CASH REFUNDS LESS ANY ASSOCIATED COSTS FROM THE CARRYBACK OF
LOSSES OF THE SERVICE PROVIDERS SHALL BE FOR THE ACCOUNT OF IWEST TO THE EXTENT
THAT SUCH LOSSES ARE ATTRIBUTABLE TO A TAX PERIOD BEGINNING AFTER THE CLOSING
DATE (OR THE PORTION OF ANY STRADDLE PERIOD THAT BEGINS AFTER THE CLOSING DATE).
(H)
IREIC AND THE AGENT SHALL DELIVER TO IWEST AT CLOSING A CERTIFICATE
CERTIFYING THAT THE TRANSACTIONS CONTEMPLATED HEREBY ARE EXEMPT FROM WITHHOLDING
UNDER SECTION 1445 OF THE CODE.
(I)
EACH SERVICE PROVIDER, IREIC AND THE AGENT SHALL, PROMPTLY UPON IWEST'S
REQUEST, MAKE AVAILABLE TO IWEST ALL DATA AND INFORMATION IN THE POSSESSION OF
THE SERVICE PROVIDERS, IREIC OR THE AGENT OR ANY OF ITS ASSETS, WHICH IS
DETERMINED TO BE NECESSARY OR HELPFUL FOR DILIGENCE PURPOSES OR TO MONITOR ITS
COMPLIANCE WITH REAL ESTATE INVESTMENT TRUST INCOME AND ASSET TESTS AND OTHER
REQUIREMENTS RELATING TO THE STATUS OF THE REAL ESTATE INVESTMENT TRUST AS A
REAL ESTATE INVESTMENT TRUST UNDER THE CODE.
SECTION 6.10
INTERCOMPANY ACCOUNTS AND ARRANGEMENTS.
(A)
OTHER THAN THOSE RECEIVABLES AND PAYABLES REFLECTED ON THE CLOSING BALANCE
SHEET, AS OF THE CLOSING, NO INTERCOMPANY RECEIVABLES AND PAYABLES (WHETHER OR
NOT THEN DUE) SHALL EXIST BETWEEN ANY SERVICE PROVIDER, ON THE ONE HAND, AND ANY
OF TIGI, IREIC, THE STOCKHOLDERS, THE AGENT