a default
hereunder, Lender exhaust any assets of Borrower before proceeding against such
general partner's assets.
6.7Participations. Borrower agrees that Lender has the right to sell, assign, or
grant participations or any interest in, any or all of the Indebtedness, and
that, in connection with this right, but without limiting its ability to make
other disclosures to the full extent allowable, Lender may disclose all
documents and information which Lender now or later has relating to Borrower or
the Indebtedness. Borrower agrees that Lender may provide information relating
to this Note or the Indebtedness or relating to Borrower to Lender's parent,
affiliates, subsidiaries and service providers.
6.8WAIVER OF RIGHT TO TRIAL BY JURY. BORROWER, AND LENDER BY ACCEPTANCE OF THIS
NOTE, ACKNOWLEDGE AND AGREE THAT ALTHOUGH THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING
HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS OWN CHOICE, KNOWINGLY,
VOLUNTARILY, IRREVOCABLY, UNCONDITIONALLY AND FOR THE MUTUAL BENEFIT OF BOTH
BORROWER AND
LENDER, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING
THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE
INDEBTEDNESS. THIS AGREEMENT OF BORROWER IS A MATERIAL INDUCEMENT TO LENDER TO
PROVIDE THE FINANCING EVIDENCED BY THIS NOTE.
6.9NO ORAL AGREEMENTS. THIS NOTE AND ALL OF THE OTHER LOAN DOCUMENTS EMBODY THE
FINAL AND ENTIRE AGREEMENT OF BORROWER AND LENDER AND SUPERSEDE ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF BORROWER AND LENDER. THERE ARE NO ORAL
AGREEMENTS BETWEEN BORROWER AND LENDER. THE PROVISIONS OF THIS NOTE AND THE
OTHER LOAN DOCUMENTS MAY BE AMENDED OR REVISED ONLY BY AN INSTRUMENT IN WRITING
SIGNED BY THE BORROWER AND LENDER. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS
BUSINESS AND COMMERCE CODE, BORROWER ACKNOWLEDGES THAT THE WRITTEN LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
6.10This Note amends and restates in its entirety, and supersedes, that certain
Promissory Note dated as of February 3, 2011 (the "Original Note"), executed by
Borrower and payable to the order of Stratus Properties Operating Co., L.P.
("Original Payee"), in the stated principal amount of $14,000,000, which
Original Note was assigned from Original Payee to Payee pursuant to an
Assignment of Note and Lien dated of even date herewith. The undersigned
acknowledges and agrees that the indebtedness outstanding under the Original
Note and the liens, security interests and assignments granted by the
undersigned securing the Original Note are valid and subsisting and have been
assigned to Payee, and that such liens, security interests, and assignments
continue to secure the repayment of the indebtedness evidenced by this