No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters

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be assigned by the Company without the written consent of the Commission, which consent may be withheld for any reason. 12. The parties hereby acknowledge that the Commission and Baker & Daniels, LLP (the "Law Firm"), a current tenant of the Company, have entered into a letter agreement (the "Letter Agreement") providing that sixty (60) parking spaces shall be made available in the Commission's Wayne Street Garage for monthly rental by the employees or principals of the Law Firm by December 1, 2007 or such later time when the Law Firm commences its relocation into the building commonly known as the KeyBank Property, which is owned by the Company and immediately adjacent to east of the Property. The Letter Agreement further provides that beginning in 2008 the Commission will further identify an estimated four (4) additional parking spaces per year through the calendar year 2011 based upon the Law Firm's projected growth. Per the terms of the Letter Agreement, the Commission's commitment is intended to be coterminous with the fifteen (15) year term of the lease between the Company and the Law Firm. To the extent that the Commission materially breaches the terms of the Letter Agreement and the Law Firm seeks recover damages from either the Company or the Commission as a result of such breach, the Commission hereby agrees to indemnify, protect, defend, and hold harmless the • Company from and against any and all damages suffered or incurred by the Company as a sole result of the Commission's breach of the Letter Agreement. 13. The Commission and Company each represent that no real estate commissions are due and owing to any party with respect to this transaction. Both parties hereby agree to indemnify and save harmless the other from and against any and all claims or liability for real estate commissions arising out of this transaction attributable to the indemnifying party. 14. The Company represents that it currently holds the Property for productive use in its trade or business or for investment and that it may elect to conduct alike-kind exchange through the purchasing of another property from another person in accordance with the provisions set forth at 26 USC § 1031 and the applicable Treasury Regulations to obtain a tax benefit. The Commission hereby agrees to accommodate such an exchange, to the extent practically reasonable, including the execution of certificates necessary to effectuate or evidence such an exchange. Notwithstanding any other provision to the contrary, it is the sole responsibility of the Company to insure that the exchange occurs in a manner that qualifies the Company for a tax benefit, whether pursuant to 26 USC § 1031 or otherwise. The finality or completeness of the transaction described herein is not contingent upon the Company's successful receipt of a tax benefit for such exchange. • 7