60-87 Ratify Exchange agreement - SOHIO

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(~ii~ Equalizing Exchange. If the aggregate Exchange Values of all Exchange Property designated by Exchangor exceed the Exchange Security, Exchangor shall pay Exchangee the excess, in the form of cash or a certified or bank cashier's check, by depositing such excess into the Exchange Escrow for the conveyance of that Exchange Property,-the Exchange Value of which, when added to the aggregate Exchange Values of aii other Exchange Property previously conveyed to Exchangor, results in such excess. (e) Title to Exchange Property. Title to the Exchange Property ~ acquired by Exchangee and thereafter conveyed to Exchangor shall be insured by an owner's policy of title insurance with liability in the amount of the purchase price paid by Exchangee for the Exchange Property (exclusive of any Exchange Escrow closing costs and, subject to Section 20(f), brokers' commissions paid by Exchangee), showing title vested in Exchangor subject only to current taxes and assessments not yet delinquent and such other matters of record as may be approved in writing by Exchangor. Such policy of title insurance shall ~ontain such endorsements as Exchangor may reasonably request. All closing, title policy, ~scrow, and, subject to Section 20(f) brokers' costs and fees paid by Exchangee in connection with the acquisition of the Exchange Property and all nondelinquent real estate taxes and assessments prorated to the date of closing, shall be added to the Exchange Value of such Exchange Property, as provided herein. (f) Indemnification with regard to Exchange Property. Exchangor hereby agrees to indemnify Exchangee and hold it harmless from and against any cost, claim, liability, or obligation arising from Exchangee's acquisition of Exchange Property and conveyance to Exchangor pursuant hereto, so long as Exchangee acts in accordance with the Exchange Agreement and with the instructions of Exchangor with respect thereto. (g) Release of Exchange Security. ~hen, and only ~hen, the Exchange Term has expired pusuant to Section 15(~') hereof, the Escrow Holder, on Exchangee's behalf, shall pay to Exchangor cash in an amount equal to the outstanding balance of the Exchange Security and any interest earned thereon, computed to the date of payment, less any outstanding taxes due on the interest earned on the Exchange Security. Until the expiration of the Exchange Term pursuant to Section 15(a) hereof, Exchangor shall, not be entitled to any cash payments or other property (other than Exchange Property designated pursuant to this Agreement) as consideration for the conveyance of the Property to Exchangee. 1G. Security for Executory Obligations of Exchanges.. (a) Delivery of Security to Escrow Holder. The executory obligation of Exchangee pursuant to the terms of this Agreement shall be secured during the Exchange Term by the Exchange Security. The Exchange Security shall be held by the Escrow Holder as security for, and not as satisfaction of, the executory contractual obligations of Exchangee to acquire and convey to Exchangor the Exchange Property designated by Exchangor pursuant to this Agreement. The Exchange Security shall be treated in accordance with the- =- following terms: