Space Above This Line For Recorder’s Use

THIS ASSIGNMENT AND ASSUMPTION OF NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS (this “ Agreement ”) is entered into as of June 26, 2009, by COR US BANK, N.A., a national banking association (“ Assignor ”), in favor of STRATUS PARTNERSHIP INVESTMENTS, L.P., a Texas limited partnership (“ Assignee ”).

KNOW ALL MEN BY THESE PRESENTS, that Assignor, is the sole owner and holder of the following (all of which are collectively referred to herein, as amended, as the “ Documents ”):

a.   Construction Loan Agreement, dated as of May 2, 2008, by and between CJUF II STRATUS BLOCK 21 LLC, a Delaware limited liability company (the “ Borrower ”), and Assignor (as amended, the “ Loan Agreement ”), with respect to a loan in the aggregate amount of up to $165,000,000.00 (the “ Loan ”);

b.   Promissory Note, dated as of May 2, 2008, made by Borrower payable to the order of Assignor in the stated amount of $165,000,000.00 (the “Note ”);

c.   Construction Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of May 2, 2008, and filed of record on May 2, 2008, made by Borrower to Bruce Edward Kosub as Trustee for the benefit of Assignor, recorded under Document No. 2008072379 of the Official Public Records of Travis County, Texas (the “ Mortgage ”), encumbering, without limitation, the property legally described in Exhibit A attached hereto and made a part hereof (the “ Mortgaged Property ”);

d.   Completion and Non-Recourse Carveout Guaranty, dated as of May 2, 2008, made by Stratus Properties Inc., a Delaware corporation (“ Guarantor ”), in favor of Assignor;

e.   Limited Payment Guaranty dated as of May 2, 2008, made by Guarantor in favor of Assignor;

f.   Assignment of Construction Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;

g.   Security Assignment of Condominium Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;

h.   Environmental and Hazardous Substances Indemnity Agreement, dated as of May 2, 2008, made by Borrower and Guarantor in favor of Assignor;

i.   Assignment of Hotel Documents, dated as of May 2, 2008, made by Borrower in favor of Assignor;

j.   UCC-1 Financing Statement naming Borrower as debtor and naming Assignor as secured party, filed on May 5, 2008, as File No. 20081592474, with the Delaware Secretary of State;

k.   UCC-1 Financing Statement naming Borrower as debtor and naming Assignor as secured party, filed on May 2, 2008 as File No. 2008072380, with the Travis County Recorder, Texas;

l.   Mortgagee Title Insurance Policy Number L83-0001251, issued by Commonwealth Land Title Insurance Company, dated as of May 8, 2008, identifying Assignor as