BE SUBJECT TO TAXATION IN THAT JURISDICTION.
(D)
THE ONLY MATERIAL ELECTIONS WITH RESPECT TO TAXES AFFECTING ANY SERVICE
PROVIDER AS OF THE DATE HEREOF ARE FEDERAL AND STATE S CORPORATION ELECTIONS FOR
THE MANAGER PARENTS AND THE ELECTION BY TIGI TO FILE CONSOLIDATED FEDERAL AND
COMBINED STATE INCOME TAX RETURNS.
NONE OF THE SERVICE PROVIDERS HAS MADE AN
ELECTION, OR IS REQUIRED TO TREAT ANY OF ITS ASSETS AS OWNED BY ANOTHER PERSON
EXCEPT TO THE EXTENT SUCH SERVICE PROVIDER IS DISREGARDED AS AN ENTITY SEPARATE
FROM ITS OWNER FOR FEDERAL INCOME TAX PURPOSES.
NONE OF THE SERVICE PROVIDERS
IS REQUIRED TO TREAT ANY OF ITS ASSETS AS TAX-EXEMPT BOND FINANCED PROPERTY OR
TAX-EXEMPT USE PROPERTY WITHIN THE MEANING OF SECTION 168 OF THE CODE OR UNDER
ANY COMPARABLE PROVISION OF STATE OR LOCAL TAX LAW.
(E)
THERE ARE NO LIENS FOR TAXES (OTHER THAN FOR CURRENT TAXES NOT YET DUE AND
PAYABLE) UPON THE ASSETS OF ANY SERVICE PROVIDER.
NONE OF THE SURVIVING
ENTITIES SHALL BE REQUIRED TO INCLUDE IN A TAX PERIOD ENDING AFTER THE CLOSING
DATE TAXABLE INCOME ATTRIBUTABLE TO INCOME THAT ACCRUED IN A PRIOR TAX PERIOD
BUT WAS NOT RECOGNIZED IN ANY PRIOR TAX PERIOD AS A RESULT OF THE INSTALLMENT
METHOD OF ACCOUNTING, THE LONG-TERM CONTRACT METHOD OF ACCOUNTING, THE CASH
METHOD OF ACCOUNTING OR SECTION 481 OF THE CODE OR COMPARABLE PROVISIONS OF
STATE OR LOCAL TAX LAW.
EXCEPT FOR THE INTERESTS OF INLAND SOUTHWEST, INLAND
NORTHWEST AND INLAND WESTERN IN HOLDCO, WHICH IS TREATED AS A PARTNERSHIP FOR
FEDERAL, STATE, LOCAL AND FOREIGN TAX PURPOSES, NO SERVICE PROVIDER IS OR HAS
BEEN A PARTY TO ANY JOINT VENTURE, PARTNERSHIP OR OTHER ARRANGEMENT OR CONTRACT
THAT COULD BE TREATED AS A PARTNERSHIP FOR FEDERAL, STATE OR LOCAL TAX
PURPOSES.
EACH OF INLAND U.S. MANAGEMENT LLC, INLAND SOUTHWEST PROPERTY
MANAGEMENT LLC AND INLAND PACIFIC PROPERTY SERVICES LLC HAS, AT ALL TIMES SINCE
ITS INCEPTION, BEEN PROPERLY DISREGARDED AS AN ENTITY SEPARATE FROM ITS OWNER
FOR FEDERAL INCOME TAX PURPOSES.
(F)
OTHER THAN THE ADVISOR'S LIABILITY UNDER TREASURY REGULATION 1.1502-6
WITH RESPECT TO ANY TIGI COMBINED RETURN, NO SERVICE PROVIDER, OR ANY
PREDECESSOR, HAS EVER BEEN LIABLE (WHETHER BY CONTRACT, AS TRANSFEREE OR
SUCCESSOR, BY LAW OR OTHERWISE) FOR THE TAXES OF ANY OTHER PERSON OR ENTITY,
INCLUDING UNDER TREASURY REGULATION SECTION 1.1502-6 OR ANY SIMILAR PROVISION OF
STATE, LOCAL OR FOREIGN LAW.
NONE OF THE SERVICE PROVIDERS HAS BEEN, NOR HAS
ANY PREDECESSOR OF THE SERVICE PROVIDERS BEEN, A MEMBER OF ANY AFFILIATED GROUP
OF CORPORATIONS WITHIN THE MEANING OF SECTION 1504 OF THE CODE (OR ANY SIMILAR
PROVISION OF STATE, LOCAL OR FOREIGN LAW) OTHER THAN THE AFFILIATED GROUP OR
GROUPS OF WHICH IT IS CURRENTLY A MEMBER.
(G)
EACH OF THE MANAGER PARENTS HAS MADE A VALID ELECTION UNDER SECTION 1362
OF THE CODE TO BE TREATED AS AN "S CORPORATION" AND HAS AT ALL TIMES SINCE THE
DATE IT WAS ORGANIZED QUALIFIED AS AN "S CORPORATION" FOR PURPOSES OF SUBCHAPTER