AGAINST BORROWER UNDER THIS DEED OF
TRUST OR THE OTHER LOAN DOCUMENTS AFTER AN EVENT OF DEFAULT, WHETHER OR NOT SUCH
ACTION IS PROSECUTED TO A FINAL, NON-APPEALABLE JUDGMENT.
LENDER AND/OR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTEST OR ENFORCE
ITS RIGHTS, REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN
DOCUMENTS, AND TO ADVISE AND DEFEND LENDER AND/OR TRUSTEE WITH RESPECT TO ANY
SUCH ACTIONS AND OTHER MATTERS. BORROWER SHALL REIMBURSE LENDER AND/OR TRUSTEE
FOR THEIR RESPECTIVE ATTORNEYS' FEES AND EXPENSES (INCLUDING EXPENSES AND COSTS
FOR EXPERTS) IMMEDIATELY UPON RECEIPT OF A WRITTEN DEMAND THEREFOR (TOGETHER
WITH REASONABLE SUPPORTING DOCUMENTATION), WHETHER ON A MONTHLY OR OTHER TIME
INTERVAL, AND WHETHER OR NOT AN ACTION IS ACTUALLY COMMENCED OR CONCLUDED. ALL
OTHER REIMBURSEMENT AND INDEMNITY OBLIGATIONS HEREUNDER SHALL BECOME DUE AND
PAYABLE WHEN ACTUALLY INCURRED BY LENDER AND/OR TRUSTEE. ANY PAYMENTS NOT MADE
WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND THEREFOR SHALL BEAR INTEREST AT THE
DEFAULT INTEREST RATE FROM THE DATE OF SUCH DEMAND UNTIL FULLY PAID. THE
PROVISIONS OF THIS SECTION 20.1 SHALL SURVIVE REPAYMENT OF THE DEBT AND
PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF TRUST,
ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE), THE TRANSFER BY BORROWER OF
ANY OR ALL OF ITS RIGHT, TITLE AND INTEREST IN OR TO THE PROPERTY AND THE
EXERCISE BY LENDER OF ANY AND ALL REMEDIES SET FORTH HEREIN OR IN THE LOAN
DOCUMENTS. Notwithstanding anything to the contrary contained herein or in any
other Loan Document, in no event shall any indemnification of Lender or the
other Indemnified Parties be applicable to any loss that is the result of the
gross negligence or willful misconduct of Lender or any other indemnified party
or that is incurred solely as a result of acts, omissions, events, facts or
circumstances first arising or occurring after the date on which the lien of the
Deed of Trust is fully and finally foreclosed or a conveyance by deed in lieu of
foreclosure is fully and finally effective and possession of the Property has
been given to the purchaser or grantee free of occupancy, claims of occupancy or
redemption by Borrower, except to the extent such acts, omissions, events, facts
or circumstances were caused in whole or in part by Borrower or any Borrower
Party.
49
ARTICLE XXI
ADDITIONAL PROVISIONS PERTAINING TO STATE LAWS
IN WITNESS WHEREOF, Borrower has executed and delivered this Deed of Trust as of
the date first set forth above.
ESCARPMENT VILLAGE, L.P., a Texas limited partnership
By: Escarpment Village Management, L.L.C., a Texas
limited liability company, General Partner
By: Circle C Land, L.P., a Texas limited partnership,
Manager
By: Circle C GP, L.L.C., a Delaware limited
liability company, its general partner
By: Stratus Properties Inc., a Delaware
corporation, its Manager
By: /s/ John E. Baker
John E. Baker
Senior Vice President
50
STATE OF TEXAS
§
§
COUNTY OF TRAVIS §
The foregoing instrument was acknowledged before