60-87 Ratify Exchange agreement - SOHIO

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(i) the date on which Exchange P~operty has been conveyed to Exchangor having aggregate Exchange Value sufficient to ~educe the outstanding balance of the Exchange Security, plus all interest earned thereon, to ze~o dollars; or (ii) the expiration of one hundred eighty (180) days f~om the Closing Date; p~ovided, however, that if the Exchange P~operty has not been designated by £xchangd¥ within forty-four (a4) days f~om the Closing Oate, then 'the Exchange Te~m shall expire upon the expiration of said 44 day period._ (b) Designation of Exchange P~ope~ty. Outing 'the Exchange Te~, Exchangor ma~ from time to time designate i,:, writing to Exchangee one or more parcels of Exchange Property. (c) Consideration for Property. Until the expiration of the Exchange Te~m, Exchan~r will not be entitled to any consideration, monetary or othe~ise, for the conveyance of the P~ope~ty to Exchangee, except for the executory or executed contractual obligation of Exchangee to acquire and convey (or cause to be conveyed) to Exchangor Exchange P~ope~ty in accordance with the te=ms of this Agreement. (d) Exchange Escrow. (i) Establishment. If during the Exchange Te~m, Exchangor designates Exchang~ Property, Exchangee, with the prior approval of Exchangor, shall open an escrow ("Exchange Escrow") for the acquisition of such Exchange P~Aoerty and execute such agreements, escrow instructions (including the identity of the holder of the Exchange Escrow as designated by Exchangee and approved by Exchangor ("Exchange Esc=ow Holder"), inst~ments, and other documentation as may be necessary to complete the acquisition of the designated Exchange P~operty on such re=ms and conditions as shall be agreed Loon by Exchangor consistent with the provisions of this Agreement. Any deposit payable by Exchangee under the contract approved by Exchangor for the acquisition of Exchange Property shall be paid f~om the Exchange Security into the Exchange Escrow in accordance with Section 16(a) hereof. In the event that the Closing on the Prope~cy has not yet occurred when any such deposit is ~equired to be paid, then Exchangor shall loan to Exchangee by means of a note in the fo~m of Exhibit B (an "Exchange Note") the. amount of such deposit by placing it into the Exchange Escrow and the Exchange Escrow Holder shall pay such deposit on behalf of Exchangee. .This Exchange Note shall bear a rate of interest equal to 120 percent of the Federal short-te~m interest rate on U. $. marketable obligations in effect at the time of execution. When the Closing on the Property occurs, the Exchangor shall be repaid the amount of such loan out of the Exchange Security. (ii) Closing. The close of any Exchange Escrow shall be i~rnediately followed by the conveyance of such Exchange Property to Exchangor. Exchangee shall convey or cause to be conveyed the Exchange P~ope~ty to Exchangor by a deed or deeds in fo~m acceptable to Exchangor at the close of the Exchange Escrow. At the close of each Exchange Escrow, the then balance of the Exchange Security shall be reduced by the Exchange Value' of the Exchange Property conveyed to Exchangor pursuant to such Exchange ~' Escrow.