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Bk Vol pg 05020199 OPR 2726 507 "Reconveyance Exceptions" means (a) the Exceptions to Conveyance and Warranty set forth herein and such other encumbrances as may exist on the date of this Deed regardless of whether same are set forth as Exceptions to Conveyance and Warranty herein; (b) any exceptions and encumbrances created subsequent to the date hereof at the request of Grantor or which benefit any portion of that certain 203.55 acre tract conveyed to Grantor in the Deed recorded at Volume 1935, Page 804 of the Real Property Records of Hays County, Texas; (c) any easements or other interests in the Property acquired by any entity pursuant to a right of eminent domain and/or voluntarily conveyed to such entity under threat of condemnation; and (d) the lien for taxes and special assessments for the year 2008; provided, however, that Grantee must obligate itself in such Deed to pay any such taxes attributable to Grantee's period of ownership of the Property during said year. "Repurchase Price" means $500,000.00. "Entitled Parties" means the following in the priority listed: First, the holder(s) of any valid deed of trust lien which is filed for record against the Property as of the Trigger Date to the extent of then outstanding liquidated obligations secured by such lien, and in the event that more than one such lien is then filed against the Property then to the holders of such liens in the order of the priority of their respective liens, and then, if any of the Repurchase Price remains unapplied, to Grantee in the amount of any remainder. The holder of the most senior and prior deed of trust lien shall be entitled to be paid in full before the holder(s) of any junior lien(s) receive ar.1 portion of the Repurchase Price, and the holder of each successive junior lien shall be entitled to receive all then liquidated amounts which are secured by its lien before the holder of any subsequent junior lien shall be entitled to any payment. Grantee shall not be entitled to receive any payment until the holders of all deeds of trust liens have been paid in full; provided, however, in no event shall Grantor be obligated to pay more than the Repurchase Price. "Repurchase Option Termination Event" shall mean the commencement of construction of a hotel on the real property described on Exhibit "B" attached hereto (the "Adjoining Property"). A Repurchase Option Termination Event will be conclusively deemed to have occurred if an Affidavit has been executed by the owner of the Adjoining Property and recorded in the Real Property Records of Hays County, Texas, on or before the Trigger Date stating that construction of a hotel has commenced on such Property. "Default Notice" means a sworn affidavit of Grantor in a recordable form, containing a legal description of the Property and referencing this instrument by recording data, whereby, under penalty of perjury, Grantor swears under oath that each of the following statements is true and correct: (i) a Repurchase Option Termination Event had not occurred as of the Trigger Date; (ii) Grantor fully and timely complied with each of its obligations set forth herein with respect to the Repurchase Option, including, without limitation, timely delivering and recording all requisite notices and timely tendering the Repurchase Price to the Entitled Parties; and (iii) despite such facts and performance by Grantor, Grantee failed to deliver its reconveyance Special Warranty Deed in the required form on or before the Repurchase Date. Exceptions to Conveyance and Warranty: Easements, covenants, conditions and encumbrances more particularly described on Exhibit "C" attached hereto. Grantee expressly assumes Grantor's obligation to pay any roll.back taxes due to change in use after the date hereof if assessed (Grantor being obligated to pay 2005 taxes as currently assessed from January 1. 2005 to date hereof). 3