EXHIBIT 10.1




EXECUTION VERSION


 





OMNIBUS
AMENDMENT TO LOAN DOCUMENTS


THIS
OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this “Modification Agreement”) is made as of the 6th
day of June, 2014 (the “Amendment Date”) and effective as of June 1, 2014 (the “Effective
Date”), by and among U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE
FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-LDP2 (“A Note Holder”) and U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION,
AS TRUSTEE FOR THE BENEFIT OF THE CERTIFICATE HOLDERS OF MEZZ CAP 2005-C3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2005-C3 (“B Note Holder”; together with A Note Holder and each of their respective successors and
assigns, collectively, “Lender”), and AMREIT WESTSIDE PLAZA, LP, a Texas limited partnership
(“Borrower”), AMREIT MONTHLY INCOME & GROWTH FUND III, LTD., a Texas limited partnership
(“Guarantor”).


RECITALS:


WHEREAS,
on May 2, 2005 (the “Original Closing Date”), JPMorgan Chase Bank, N.A., a banking association chartered
under the laws of the United States of America (“Original Lender”) made a loan to Shafer Plaza I, Ltd.,
a Texas limited partnership (“Original Borrower”) in the total original principal amount of $10,880,000.00
(the “Loan”), which Loan was (i) secured by, inter alia, that certain (A) Deed of Trust and Security
Agreement, dated as of the Original Closing Date, granted by Original Borrower to Michael B. Johnson, as trustee, for the benefit
of Original Lender (the “Original Security Instrument”), encumbering certain real property set forth
on Exhibit A attached hereto (the “Property”) and (B) that certain Assignment of Leases and Rents,
dated as of the Original Closing Date, by Original Borrower in favor of Original Lender (the “Original ALR”)
and (ii) evidenced by, inter alia, (A) that certain Fixed Rate Note (A Loan), dated as of the Original Closing Date, made by Original
Borrower in favor of Original Lender in the original principal amount of $10,240,000.00 (the “Original A Note”)
and (B) that certain Fixed Rate Note (B Loan), dated as of the Original Closing Date, made by Original Borrower in favor of Original
Lender in the original principal amount of $640,000.00 (the “Original B Note”);


WHEREAS,
in connection with the origination of the Loan, Steven G. Shafer, an individual (“Original Guarantor”),
(x) executed and delivered that certain Guaranty, dated as of the Original Closing Date (the “Guaranty”)
and (y) along with Original Borrower, executed and delivered that certain Environmental Indemnity Agreement, dated as of the Original
Closing Date (the “Environmental Indemnity Agreement”);


WHEREAS,
in connection with the origination of the Loan, Original Borrower and Original Lender executed that certain Escrow Agreement For
Reserves and Impounds, dated as of the Original Closing Date (the “Escrow Agreement”);



    	 



    	 



    




WHEREAS,
on September 30, 2005, the Loan was assumed pursuant to that certain Loan Assumption and Substitution Agreement, by and among
Original Borrower, as assignor, Borrower, as assignee, Lender, Original Guarantor and Guarantor (the “Assumption Agreement”). In connection with the Assumption Agreement, inter alia, (i)(a) the Original A Note was amended
and assumed by Borrower pursuant to that certain Allonge to A Note (the “A Note Allonge”,
together with the Original A Note, collectively, the “A Note”), (b) the Original B Note was amended
and assumed by Borrower pursuant to that certain Allonge to B Note (the “B Note Allonge”, together with
the Original B Note, collectively, the “B Note”), (c) the Original Security Instrument was amended and
assumed by Borrower (the “Amended Security Instrument”, together with the Original Security Instrument,
collectively, the “Existing Security Instrument”), (ii) Borrower assumed the Original Borrower’s
rights and obligations under the Original Loan Documents (as defined herein), including, without limitation, Borrower’s
rights and obligations under the Environmental Indemnity Agreement and (iii) Guarantor and AmREIT, Inc., a Maryland corporation
(as successor by merger to AmREIT, a Maryland real estate investment trust, as successor by merger to AmREIT, a Texas real estate
investment trust) (“AmREIT”) assumed the obligations of Original Guarantor under the Original Loan Documents,
including, without limitation Original Guarantor’s rights and obligations under the Guaranty and the Environmental Indemnity
Agreement;


WHEREAS,
on February 26, 2010 (the “Release Date”), Lender released AmREIT from liability under the Original
Loan Documents with respect to those matters first arising or accruing after the Release Date, but specifically excluding acts,
events or obligations that occurred prior to the Release Date, even if such acts, events or obligations were unknown or unascertainable
as of the Release Date, pursuant to that certain Release of Indemnitor, by and among AmREIT, Guarantor and Borrower;


WHEREAS,
the Existing Security Instrument, the Original ALR, the A Note, the B Note, the Guaranty, the Environmental Indemnity Agreement,
the Assumption Agreement and all other documents and instruments evidencing or securing all or any portion of the Loan (as previously
amended) are collectively referred to as the “Original Loan Documents”;


WHEREAS,
as of the Amendment Date, all of Original Lender’s interest in the Loan and in the Original Loan Documents have been assigned
to Lender and Lender is the current holder of the Loan;


WHEREAS,
the Loan is in default for the failure of Borrower to pay amounts due and payable in connection with the Loan, commencing with
the May, 2012 debt service payment (the “Existing Default”); and


WHEREAS,
Borrower has requested and Lender has consented to making certain modifications to the Loan, all on the terms set forth herein
(the “Modification”). All capitalized terms used but not defined herein have the meanings ascribed to
them in the Original Loan Documents, each as amended and/or modified hereby and by the other documents executed in connection
with the Modification.



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NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE
I.



CONDITIONS PRECEDENT AND CURE OF EXISTING DEFAULT


1.1.       As
conditions precedent to the effectiveness of this Modification Agreement, Borrower shall have satisfied (as determined by Lender
in its sole discretion) each of the following:


(a)        Borrower
shall have delivered to Lender fully executed copies of this Modification Agreement, the Amendment to Deed of Trust, the Deposit
Account Control Agreement (each as defined below), and such other documents and instruments as Lender may require in connection
with the Modification, each as they may be subsequently amended or modified in accordance with their respective terms (collectively,
the “Modification Documents”);


(b)        Borrower
shall have delivered to Lender, at Borrower’s sole cost and expense, an endorsement to the Lender’s title policy for
the Loan, in form and substance satisfactory to Lender, insuring the lien of the Original Security Instrument as modified pursuant
to the Amendment to Deed of Trust showing no additional title exceptions other than the Permitted Exceptions (as defined herein);


(c)        Borrower
and Guarantor shall have delivered to Lender customary legal opinions in form and substance satisfactory to Lender;


(d)        Borrower
shall have delivered to Lender an Approved Annual Budget (as defined herein) for calendar year 2014;


(e)        Borrower
shall have paid the following amounts: (i) to LNR Partners, LLC, the special servicer of the Loan, a modification fee in the amount
of $100,000.00; (ii) to Lender, an amount equal to $61,125.00 to reimburse Lender for Taxes paid out of TI & LC Funds during
the Existing Default, which amount shall be held as TI & LC Funds (as defined in the Escrow Agreement); (iii) to Lender, an
amount equal to $105,000.00 to be held and applied as Tax and Insurance Funds pursuant to the Escrow Agreement; (iv) to Lender,
an amount equal to $356,737.19 for payment to Lender of previously unremitted debt service payments (which amount shall not include
any default interest or late fees) due to Lender under the A Note as of the Effective Date; (v) to Lender, an amount equal to
$448,959.18 which shall be applied to pay down the outstanding principal balance of the A Note as of the Effective Date; and (vi)
to Lender, all of Lender’s costs and expenses incurred in connection with the Existing Default, the Modification and the
transactions contemplated hereby, including, without limitation, Lender’s reasonable attorneys’ fees. All of such
amounts shall be paid from equity and not revenues generated by the Property.



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ARTICLE
II.



DEFERRED AMOUNTS


2.1.       Borrower
and Lender hereby acknowledge and agree that there is now due and owing on the A Note and the B Note the principal sums set forth
on Exhibit B attached hereto, without defense, offset or counterclaim of any kind. As of the date hereof, certain amounts
are due in connection with the Loan, and such amounts are set forth on Exhibit B (the “Deferred Amount”),
which amounts shall be recoverable by Lender subject to Section 3.3(c) hereof.


2.2.       Borrower
and Lender hereby acknowledge and agree that the A Note, the B Note, the Deferred Amount, and any and all other amounts that are
or may become due in connection with the Loan Documents, are secured by the lien of the Existing Security Instrument on the Property. 


ARTICLE
III.



loan modification


3.1.        Amendments
to Defined Terms. From and after the Amendment Date, all references to the Security Instrument in this Modification Agreement
and the other Loan Documents shall mean and refer to the Existing Security Instrument, as amended by this Modification Agreement,
the Amendment to Deed of Trust and the other Modification Documents. From and after the Amendment Date, all references to the
“Note” in the Existing Security Instrument and the other Loan Documents shall mean and refer to each of the A Note
and the B Note, each as amended in connection with this Modification.


3.2.        Additional
Defined Terms. For all purposes hereof, except as specifically provided to the contrary or if the context clearly indicates
a contrary intent, the following terms shall have the following meanings:


“Amendment
Date” shall have the meaning set forth in the preamble to this Modification Agreement.


“Amendment
to Deed of Trust” shall mean that certain Amendment to the Deed of Trust and Security Agreement and Amendment to
Assignment of Leases and Rents, dated as of the Amendment Date, executed by Borrower and Lender.


“AmREIT”
shall have the meaning set forth in the recitals of this Modification Agreement.


“A
Note” shall have the meaning set forth in the recitals of this Modification Agreement.



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“Approved
Annual Budget” shall mean have the meaning set forth in Section 3.8 of this Modification Agreement.


“Assumption
Agreement” shall have the meaning set forth in the recitals of this Modification Agreement.


“Bank”
shall have the meaning set forth in Section 3.4(a) of this Modification Agreement.


“B
Note” shall have the meaning set forth in the recitals of this Modification Agreement.


“Borrower
Appraisal” shall have the meaning set forth in Section 3.5(c) of this Modification Agreement.


“Borrower
Releasing Parties” shall have the meaning set forth in Section 6.5 of this Modification Agreement.


“Capital
Event” or “Capital Events” shall have the meaning set forth in Section 3.5(a) of
this Modification Agreement.


“Cash
Management Account” shall have the meaning set forth in Section 3.4(a) of this Modification Agreement.


“Cash
Management Bank” shall have the meaning set forth in Section 3.4(a) of this Modification Agreement.


“Cash
Management Bank Fee” shall have the meaning set forth in paragraph 1 of Schedule II of this Modification
Agreement.


“Deemed
Approval Requirements” shall mean, with respect to any matter, that (i) no Event of Default shall have occurred
and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii)
Borrower shall have sent Lender a written request for approval with respect to such matter in accordance with the applicable terms
and conditions hereof (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied
by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove
such matter (the “Approval Information”) and (B) marked in bold lettering with the following language:
“LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF
A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Initial Notice shall have been
marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to respond to the Initial Notice within
the aforesaid time-frame; (iv)



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Borrower shall have thereafter submitted to Lender a second request for approval with respect to
such matter in accordance with the applicable terms and conditions hereof (the “Second Notice”), which
such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following
language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE
TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Second Notice shall have
been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to respond to the Second Notice
within the aforesaid time-frame. For purposes of clarification, Lender requesting additional and/or clarified information, in
addition to approving or denying any request (in whole or in part), shall be deemed a response by Lender for purposes of the foregoing.


“Deferred
Amount” shall have the meaning set forth in Section 2.1 of this Modification Agreement.


“Deposit
Account” shall have the meaning set forth in Section 3.4(a) of this Modification Agreement.


“Deposit
Account Control Agreement” shall mean that certain Deposit Account Control Agreement, between Lender, Borrower and
Wells Fargo Bank, National Association, dated as of even date herewith.


“Effective
Date” shall have the meaning set forth in the preamble of this Modification Agreement.


“Environmental
Indemnity Agreement” shall have the meaning set forth in the recitals of this Modification Agreement.


“Escrow
Agreement” shall have the meaning set forth in the recitals of this Modification Agreement.


“Existing
Default” shall have the meaning set forth in the recitals of this Modification Agreement.


“Extension
Option” shall have the meaning set forth in Section 3.7 of this Modification Agreement.


“Existing
Security Instrument” shall have the meaning set forth in the recitals of this Modification Agreement.


“Extended
Maturity Date” shall have the meaning set forth in Section 3.7 of this Modification Agreement.



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“Extension
Term” shall have the meaning set forth in Section 3.7 of this Modification Agreement.


“Guarantor”
shall have the meaning set forth in the preamble to this Modification Agreement.


“Guaranty”
shall have the meaning set forth in the recitals of this Modification Agreement.


“Initial
Maturity Date” shall mean June 1, 2015.


“Lender
Appraisal” shall have the meaning set forth in Section 3.5(c) of this Modification Agreement.


“Lender
Party” shall have the meaning set forth in Section 6.5 of this Modification Agreement.


“Liabilities”
shall have the meaning set forth in paragraph 4 of Schedule II of this Modification Agreement.


“Loan
Documents” shall mean the Original Loan Documents as modified by the Modification Documents, as the same may be
further modified from time to time.


“Lockbox”
shall have the meaning set forth in Section 3.4(e)(i) of this Modification Agreement.


“Major
Event of Default” shall have the meaning set forth in Section 3.6 of this Modification Agreement.


“Manager”
shall mean AmREIT Realty Investment Corporation, a Texas corporation.


“Maturity
Date” shall mean the Initial Maturity Date, as such date may be extended pursuant to and in accordance with Section
3.7 hereof, or such other date on which the final payment of the principal amount of the Loan becomes due and payable as herein
provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.


“Modification”
shall have the meaning set forth in the recitals of this Modification Agreement.


“Modification
Agreement” shall have the meaning set forth in the recitals of this Modification Agreement.


“Modification
Documents” shall have the meaning set forth in Section 1.1(a) of this Modification Agreement.



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“Net
Capital Proceeds” shall have the meaning set forth in Section 3.5(d) of this Modification Agreement.


“Original
ALR” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
A Note” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
B Note” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
Closing Date” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
Guarantor” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
Loan Documents” shall have the meaning set forth in the recitals of this Modification Agreement.


“Original
Security Instrument” shall have the meaning set forth in the recitals of this Modification Agreement.


“Payment
Date” shall have the meaning set forth in Section 3.3(a) of this Modification Agreement.


“Permitted
Exceptions” shall have the meaning set forth in Section 5.2 of the Existing Security Instrument.


“Property”
shall have the meaning set forth in the recitals of this Modification Agreement.


“Proposed
Capital Event Notice” shall have the meaning set forth in Section 3.5(a) of this Modification Agreement.


“Qualified
Appraiser” shall have the meaning set forth in Section 3.5(c) of this Modification Agreement.


“Refinancing”
shall have the meaning set forth in Section 3.5(a) of this Modification Agreement.


“Refinancing
Lender Appraisal” shall have the meaning set forth in Section 3.5(c) of this Modification Agreement.


“Release
Date” shall have the meaning set forth in the recitals of this



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Modification Agreement.


“Returned
Item” shall have the meaning set forth in paragraph 3 of Schedule II of this Modification Agreement.


“Sale”
shall have the meaning set forth in Section 3.5(a) of this Modification Agreement.


“Security
Instrument” shall mean the Existing Security Instrument, as amended by this Modification Agreement and the Amendment
to Deed of Trust.


“Tenant
Direction Letter” shall have the meaning set forth in Section 3.4(e) of this Modification Agreement.


“Third
Party Appraisal” shall have the meaning set forth in Section 3.5(c) of this Modification Agreement.


3.3.        Debt
Service Payments and Accrued Interest; Satisfaction and Release of Loan. Notwithstanding anything to the contrary in the Security
Instrument, the A Note or the B Note, from and after the Amendment Date:


(a)         Provided
no Event of Default has occurred and is continuing, on the first day of July, 2014, and on the first day of each calendar month
thereafter, through but not including the Maturity Date (each a “Payment Date”), Borrower shall pay
to Lender a monthly payment of interest only at Applicable Interest Rate (as defined in the A Note) on the then outstanding principal
amount of the A Note.


(b)         Provided
no Event of Default has occurred and is continuing, from and after the Amendment Date, through but excluding the Maturity Date,
no monthly payment amounts shall be payable under the B Note and no interest shall accrue thereunder.


(c)         All
amounts due under the Loan, including without limitation, the A Note, the B Note and the Deferred Amount, shall be due and payable
to Lender on the earlier to occur of the Maturity Date and the acceleration of the Loan; provided, however, if Borrower has (i)
paid the amounts necessary to pay all amounts due on the A Note, (ii) complied with the terms and conditions of Section 3.5 hereof, and (iii) no Event of Default has occurred which is continuing at the time of payment, Lender will accept payment
of the Net Capital Proceeds in accordance with Section 3.5(e) of this Modification Agreement in full satisfaction of the
A Note, the B Note and the Deferred Amount and upon such full satisfaction, Lender shall release the Security Instrument, provided
that all escrow, closing and recording costs and the costs of preparing and delivering such release shall be borne by Borrower.


3.4.        Cash
Management; Reserves.


(a)         Establishment
of Deposit Account and Cash Management Account. Lender and



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Borrower have caused Wells Fargo Bank, National Association (“Bank”)
to establish a depository account, for the benefit of Lender, that bears account number 4952550838 and is designated “AmREIT
Westside Plaza, LP CMA FBO Wells Fargo Bank, N.A. as Master Servicer for U.S. Bank, N.A., as trustee for the Registered Holders
of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-LDP2”
(such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds
therein, are referred to herein as the “Deposit Account”) pursuant to the terms and conditions of the
Deposit Account Control Agreement. If the Deposit Account Control Agreement is terminated for any reason while the Loan is outstanding,
Borrower shall enter into a replacement Deposit Account Control Agreement with a financial institution, and on terms and conditions,
acceptable to Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall establish a cash management account (the
“Cash Management Account”) with Wells Fargo Bank, National Association (“Cash Management
Bank”), in the name of Borrower for the sole and exclusive benefit of Lender. Pursuant to the Deposit Account
Control Agreement, funds on deposit in the Deposit Account shall be transferred on each Business Day to the Cash Management Account.
Additional provisions relating to the Cash Management Account are attached hereto as Schedule II and Schedule III
and such schedules are hereby incorporated by reference into this Modification Agreement.


(b)         Control
of Deposit Account and Cash Management Account. Borrower acknowledges and agrees that neither Borrower, nor any other party
claiming on behalf of, or through, Borrower, shall have any right, title or interest, whether express or implied, in either the
Deposit Account or the Cash Management Account to withdraw or make use of any amounts from the Deposit Account or the Cash Management
Account.


(c)         Funds
in Deposit Account and Cash Management Account as Security for the Loan; Grant of Security Interest. As security for full
payment of the Loan and timely performance of Borrower’s obligations under the Loan Documents, Borrower hereby pledges,
transfers, assigns and sets over to Lender, and grants to Lender a continuing first priority security interest in and to, the
Deposit Account and the Cash Management Account, all money deposited therein from time to time, and all profits and proceeds thereof.
Borrower agrees to execute, acknowledge, deliver, file or do, at its sole expense, all other acts, assignments, notices, agreements
or other instruments as Lender may reasonably require in order to perfect the foregoing security interest, pledge and assignment
or otherwise to fully effectuate the rights granted to Lender by this Section 3.4(c). In addition to all other rights and
remedies provided for herein or otherwise available at law or in equity, Lender shall have all rights of a secured party under
Article 9 of the UCC with respect to the Deposit Account and the Cash Management Account and funds deposited therein.


(d)         Deposits.
On or before the date hereof, Borrower shall (a) deposit or cause Manager to deposit on or before the date hereof into the Deposit
Account all Rents prepaid with respect to the Property and (b) cause all Rents to be paid and deposited directly into the Deposit
Account by directing tenants to make payments of Rents to the Lockbox (as defined below) in



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accordance with Section 3.4(e)
below. If, however, Borrower or Manager receives any payments directly from its tenants, whether by check, wire transfers
or other means, Borrower shall deposit, or cause Manager to deposit, such sums in the Deposit Account within two (2) Business
Days of Borrower’s, or Manager’s receipt thereof and shall be deemed to have received such funds in trust for Lender
until so deposited.


(e)         Tenant
Direction Notices.


 (i)          Without
limiting Borrower’s obligations under Section 3.4(d), on or before the date hereof, Borrower shall direct each tenant
of the Property, by written notice in the form of the letter attached hereto as Exhibit C, with only such modifications
thereto as have Lender’s prior written approval (each a “Tenant Direction Letter”), to remit all
payments required under the tenant’s Lease to the a unique U.S. Postal Service address to be used for remittances which
are to be deposited into the Deposit Account (“Lockbox”). Borrower shall provide a Tenant Direction
Letter to each new tenant of the Property as each new Lease is executed. If Borrower fails to provide any such notice (and without
prejudice to Lender’s rights with respect to such default), or any other Event of Default has occurred and is continuing,
Lender shall have the right to direct tenants of the Property to remit all Rents directly into the Deposit Account by issuing
a Tenant Direction Letter or other notice as Lender deems appropriate. Borrower hereby grants to Lender a power of attorney to
sign and deliver the foregoing notices in the event Borrower fails to do the same, which power of attorney shall be deemed coupled
with an interest and irrevocable for so long as the Loan is unpaid, and Borrower hereby directs all tenants under the Leases (and
any successor to the interest of any such tenant) to follow any such instructions given by Lender, notwithstanding any contrary
instructions from Borrower and without any further consent by, or notice to, Borrower and without any obligation or right on the
tenant’s part to verify the actual existence of an Event of Default or other event claimed by Lender as the basis for Lender’s
right to send such notice.


 (ii)         No
modifications or revocations of any issued Tenant Direction Letter (or other notice given by Lender pursuant to clause (i) above)
are permitted without Lender’s prior written approval. Upon Lender’s request from time to time, Borrower will certify
in writing that it has sent a Tenant Direction Letter to all tenants of the Property or otherwise demonstrate to Lender’s
satisfaction that Tenant Direction Letters have been issued to all tenants of the Property.


 (iii)        Upon
Lender’s request from time to time, Borrower shall provide a written statement to Lender itemizing the Rents deposited in
the Deposit Account for the period covered by Lender’s request and such supporting documentation as Lender reasonably may
require.


(f)          The
Deposit Account and the Cash Management Account shall be under Lender’s sole dominion and control and, unless otherwise
determined by Lender in accordance with its remedies under the Loan Documents, maintained and administered thereafter in accordance
with the requirements of this Section 3.4.


(g)         Monthly
Waterfall Prior to an Event of Default. Subject to the provisions of this



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Section 3.4 and provided that no Event of
Default then exists, Lender shall cause the Cash Management Bank, on each Payment Date, to allocate all funds, if any, on deposit
in the Cash Management Account to disburse such funds in the following amounts and order of priority:





		(i)	first,
                                         to Lender, an amount equal to the Tax and Insurance Funds (as defined in the Escrow Agreement),
                                         for the payment of (a) one-twelfth (1/12) of the amount that would be sufficient to pay
                                         all Taxes payable, or estimated by the Lender to be payable, during the next ensuing
                                         twelve (12) months and (b) one-twelfth (1/12) of an amount which would be sufficient
                                         to pay Insurance Premiums due for the renewal of the coverage afforded by the Policies
                                         upon the expiration thereof;




		(ii)	second,
                                         to Borrower, for the payment of operating expenses, in an amount equal to the monthly
                                         operating expenses provided for in the applicable Approved Annual Budget for such month;



		(iii)	third,
                                         to Lender, for the monthly payment of interest due under the A Note;



		(iv)	fourth,
                                         to Cash Management Bank, an amount equal to the fees and expenses incurred in connection
                                         with the Cash Management Account; and



		(v)	fifth,
                                         to Lender, all remaining sums shall be held as TI & LC Funds.



During
the continuance of an Event of Default, Lender shall have the right to withdraw and apply funds from the Cash Management Account
to payment of any and all debts, liabilities and obligations of Borrower to Lender pursuant to, or in connection with, the Loan,
the Loan Documents and this Modification Agreement, in such order, proportion and priority as Lender may determine in its sole
discretion. 


(h)          Borrower’s Responsibility for Sufficient Funds. Notwithstanding anything to the contrary herein, Borrower acknowledges
that (a) Borrower is responsible for monitoring the sufficiency of funds deposited in the Deposit Account and that Borrower is
liable for any deficiency in available funds, irrespective of whether Borrower has received any account statement, notice or demand
from Lender or Bank and (b) Lender’s maintenance and operation of the Lockbox and Deposit Account is not a commitment by
Lender, and imposes no obligation on Lender, to advance funds on Borrower’s behalf to make the payments identified in Section
3.4(g) or otherwise required under the Loan Documents. If on any Payment Date, the amount in the Cash Management Account is
insufficient to make all of the transfers described in subsections 3.4(g)(i) and (iii) above, it shall be an “Event of Default”
if Borrower fails to make the payments described in subsections 3.4(g)(i) and (iii) above.


(i)           Reserves; TI & LC Funds. For the avoidance of doubt and notwithstanding anything in the Escrow Agreement or the Original
Loan Documents to the contrary, as of the



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Amendment
Date, there will be no other reserves or impounds due on a monthly basis under either the A Note or the B Note except those as
required under Section 3.4(g) hereof. Borrower may make requests for disbursements of TI & LC Funds for leasing activity
approved by Lender and such funds shall be disbursed subject to the terms and conditions of Section 2.4 of the Escrow Agreement.


3.5.          Capital Events and Application of Capital Event Proceeds.


(a)           In the event of (i) a proposed sale of the Property in an arm’s length, bona fide all cash sale after a commercially reasonable
marketing process and pursuant to a purchase and sale agreement, in each case, approved by Lender in accordance with the provisions
hereof, to a third party entity in which none of Borrower, Guarantor or any affiliate of Borrower or Guarantor has any direct
or indirect interest (a “Sale”), or (ii) a proposed refinancing of the Property with commercially reasonable
terms approved by Lender (a “Refinancing”, and together with a Sale, collectively the “Capital
Events” or each a “Capital Event”), Borrower shall provide written notice to the Lender
of the anticipated Capital Event not more than one hundred-eighty (180) nor less than sixty (60) days prior to the anticipated
occurrence of such Capital Event (such notice, the “Proposed Capital Event Notice”). The Proposed Capital
Event Notice may be revoked by Borrower at any time, provided that Borrower pays all fees and expenses (including attorney’s
fees) actually incurred by Lender in connection with processing the proposed Capital Event request. For the avoidance of doubt,
no Capital Event or other prepayment of the Loan may occur prior to March 1, 2015.


(b)           In the event of a proposed Sale, the Proposed Capital Event Notice shall include a copy of the proposed marketing plan for the
Property, including the proposed broker and proposed marketing agreement. The proposed marketing process shall be commercially
reasonable, as determined by Lender. If Lender approves of the proposed marketing process, then Borrower shall keep Lender reasonably
apprised of the progress of such marketing process, including providing Lender with copies of all offers and updates regarding
the status of negotiations, as well as all drafts of the proposed purchase and sale documentation. Provided that Borrower has
kept Lender apprised of the marketing process in accordance with the provisions hereof and if the Deemed Approval Requirements
are fully satisfied in connection with Borrower’s request for Lender’s approval of any purchase and sale agreement
and Lender thereafter fails to respond, Lender’s approval shall be deemed given with respect to the approval of such purchase
and sale agreement. For the avoidance of doubt, the sale or transfer of the Property, including without limitation, the sale or
transfer of the direct or indirect equity interests in Borrower shall be prohibited without the prior written consent of Lender
if such sale or transfer does not comply with Section 3.5 hereof, unless at the time of the closing of such transfer or
sale, all sums due under the Loan Documents are paid in full, including, without limitation, the payment in full of the A Note,
the B Note and the Deferred Amount.


(c)           In the event of a Refinancing, the Proposed Capital Event Notice shall include a copy of the proposed mortgage application and
a copy of the Borrower’s appraisal prepared by a Qualified Appraiser (the “Borrower Appraisal”).
Borrower shall also deliver to Lender



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promptly upon receipt a copy of the appraisal being used by Borrower’s lender for
such Refinancing prepared by a Qualified Appraiser (such appraisal, the “Refinancing Lender Appraisal”).
Lender shall have the right (but not the obligation) in connection with a Refinancing to retain a Qualified Appraiser selected
by Lender to appraise the Property (such appraisal, the “Lender Appraisal”). (I) If Lender does not
obtain a Lender Appraisal, the fair market value of the Property shall be the fair market value of the Property contained in the
Borrower Appraisal. (II) If Lender does obtain a Lender Appraisal, and if the Borrower Appraisal and the Lender Appraisal vary
by less than 5% of the higher amount, the fair market value of the Property shall be the average of such appraisals. (III) (A)
If Lender does obtain a Lender Appraisal, and if the Borrower Appraisal and Lender Appraisal vary by more than 5% of the higher
amount, then the two Qualified Appraisers shall choose a third Qualified Appraiser, which third Qualified Appraiser shall render
its opinion of the fair market value of the Property (such appraisal, the “Third Party Appraisal”).
(B) If a Third Party Appraisal is obtained, the fair market value of the Property shall be the average of the two highest values
set forth in the Borrower Appraisal, the Lender Appraisal and the Third Party Appraisal. Notwithstanding anything in the foregoing
to the contrary, if the Refinancing Lender Appraisal contains a fair market value of the Property greater than the fair market
values of the Property obtained in subsections (I), (II) or (III) in this Section 3.5(c), the fair market value of the
Property shall be the fair market value of the Property contained in the Refinancing Lender Appraisal. Borrower shall pay the
cost of any such appraisals regardless of whether the Qualified Appraiser is retained by Borrower, Borrower’s refinancing
lender or Lender. “Qualified Appraiser” means an independent individual appraiser, selected by the applicable
party, that is certified or licensed in the state in which the Property is located (if such state provides for certification or
licensing), and who has a minimum of five years’ experience in the appraisal of similar properties in the geographic area
in which the Property is located.


(d)          For purposes of this Section 3.5, “Net Capital Proceeds” shall mean the following:


		(i)	in
                                         the event of a Sale, the greater of (A) gross sale price less Borrower’s
                                         actual, third party expenses of the sale that have been approved by Lender (in writing),
                                         and (B) the amount necessary to pay the A Note in full pursuant to Section 3.5(e)(i) hereof; and



		(ii)	in
                                         the event of a Refinancing, the greatest of (A) the gross loan proceeds less
                                         Borrower’s actual third party transaction costs and expenses in connection with
                                         such a Refinancing that have been approved by Lender (in writing), (B) the fair market
                                         value of the Property determined in accordance with Section 3.5(c) hereof, and
                                         (C) the amount necessary to pay the A Note in full pursuant to Section 3.5(e)(i)
                                         hereof.



		(iii)	In
                                         addition, in all circumstances, Net Capital Proceeds shall also include the balances
                                         in the Borrower’s operating account, all reserves and escrows, and other accounts
                                         related to the Loan or Property.






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(e)           Upon the occurrence of a Capital Event and provided that no Event of Default has occurred and is continuing and Borrower has otherwise
satisfied the conditions hereof, Net Capital Proceeds shall be disbursed as follows:


		(i)	first,
                                         to Lender, an amount sufficient to pay all principal and interest and other amounts due
                                         on the A Note (including all reasonable costs and expenses incurred by Lender in connection
                                         with such Capital Event);







		(ii)	second,
                                         to Lender, an amount equal to the lesser of (I) fifty percent (50%) of the Net
                                         Capital Proceeds remaining after payment of (i) above and (II) the outstanding principal
                                         balance of the B Note;






		(iii)	third,
                                         to Borrower, an amount equal to fifty percent (50%) of the Net Capital Proceeds remaining
                                         after payment of (i) above; and





		(iv)	fourth,
                                         to Borrower, the remainder.



To
the extent the actual proceeds received by Borrower as a result of a Capital Event are less than the Net Capital Proceeds as defined
in Section 3.5(d) hereof, Borrower shall nonetheless be obligated to fund such shortfall to the extent necessary to make
the distributions to Lender in accordance with the provisions of Section 3.5(e) hereof.


3.6.          Non-Interference; Cooperation.  Following the occurrence of an Event of Default for the failure to make scheduled
debt service payments, in accordance with this Modification Agreement, the failure to repay principal due on the Loan on the Maturity
Date in accordance with this Modification Agreement, the failure to comply with Section 3.5 hereof, or the failure to comply
with Section 3.4 hereof in all material respects (each a “Major Event of Default”), Borrower
shall not take any action of any kind or nature whatsoever, directly or indirectly, to delay, oppose, avoid, contest, impede,
obstruct, hinder, enjoin or otherwise interfere in any manner with Lender’s exercise or enforcement of its rights and remedies
against the Property or any other collateral securing the Loan, under the Loan Documents or under applicable law, including without
limitation, the appointment of a receiver, foreclosure, recordation of a deed in lieu, or collection on a guaranty, provided that
in no event shall the provisions hereof be deemed to preclude Borrower from contesting in good faith, the existence of any defaults
other than a Major Event of Default. Further, Borrower shall cooperate with Lender in the calculation of payments due in connection
with any Capital Event, including, without limitation, remitting to Lender all amounts owed to Lender pursuant to Section 3.5(e) hereof.


3.7.          Extension of Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date
for one (1) term (such option, the “Extension Option”, and such term, the “Extension Term”)
of one (1) year (the Maturity Date following the exercise of the Extension Option is hereinafter the “Extended Maturity
Date”) upon satisfaction of the following terms and conditions, following which the term of the Loan shall automatically
be extended for one (1) year:



    	15





    	 



    




(a)           no Event of Default shall have occurred which is continuing at the time the Extension Option is exercised or on the Initial
Maturity Date;


(b)           Borrower
shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than ninety (90) days
prior to the Initial Maturity Date;


(c)           Borrower
shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 3.7 and on the
commencement date of the Extension Term, an officer’s certificate in form acceptable to Lender certifying that each of the
representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects
as of the giving of the officer’s certificate to the extent such representations and warranties are not matters which by
their nature can no longer be true and correct as a result of the passage of time;


(d)           simultaneously
with delivering its notice pursuant to subsection (b) of this Section 3.7, Borrower shall pay to Lender (i) an extension
fee equal to one percent (1%) of the then outstanding principal balance of the A Note immediately prior to the payment described
in the succeeding clause (ii), and (ii) an amount equal to ten percent (10%) of the then outstanding principal balance of the
A Note (the “Extension Payment”). The Extension Payment (or any portions thereof) shall be applied in
such proportions as Lender shall determine in its sole discretion, to either (1) reduce the outstanding principal balance of the
A Note, and/or (2) to be held as TI & LC Funds; and


(e)           Borrower
shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses of Lender, including reasonable attorneys’
fees, in connection with the foregoing.


All
references in the Loan Documents to the “Maturity Date” shall mean the “Extended Maturity Date” in the
event the Extension Option is exercised.


3.8.         Approved Annual Budget. Borrower covenants and agrees to provide and deliver to Lender, by no later than December 1st
of each calendar year, an annual operating budget for the next succeeding calendar year presented on a monthly basis, including
cash flow projections for the upcoming year and all proposed capital replacements and improvements, which budget shall not take
effect until approved by Lender (after such approval has been given in writing, such approved budget shall be referred to herein,
as the “Approved Annual Budget”). Until such time that Lender approves a proposed annual budget, the
Approved Annual Budget that exists for the immediately preceding calendar year, shall apply to the then current calendar year;
provided, that such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities
expenses.


3.9.         Exhibits and Schedules. The exhibits and schedules to this Modification



    	16





    	 



    




Agreement are hereby incorporated into the Security
Instrument as if fully set forth and attached thereto.


3.10.       
Amendment to the Guaranty. The first paragraph after Section 1.2(g) of the Guaranty, beginning with “In addition,
in the event . . .” is hereby deleted in its entirety and replaced with the following:


“In
addition, in the event:


(i)
of fraud, willful misconduct or material misrepresentation by Borrower, its general partners, if any, its members, if any, its
principals, its affiliates, its agents or its employees or by any Guarantor or Indemnitor in connection with the Loan;


(ii)
of a breach or default under Sections 4.3 or 8.2 of the Security Instrument;


(iii)
(a)  Borrower or any general partner or manager of Borrower, or any Guarantor shall commence any case, proceeding or other action
(1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (2) seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its assets, or Borrower or any general partner or manager
of Borrower, or any Guarantor shall make a general assignment for the benefit of its creditors; or


 


(b)
there shall be commenced against Borrower or any general partner or manager of Borrower, or any Guarantor any case, proceeding
or other action of a nature referred to in clause (a) above which (1) results in the entry of an order for relief or any such
adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of ninety (90) calendar days; or


 


(c)
there shall be commenced against Borrower or any general partner or manager of Borrower, or any Guarantor any case, proceeding
or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial
part of its assets which results in the entry of any order for any such relief which shall not have been vacated, discharged,
or stayed or bonded pending appeal within ninety (90) calendar days from the entry thereof; or


 


(d)
Borrower or any general partner or manager of Borrower, or any Guarantor shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or



    	17





    	 



    




 


(e)
Borrower or any general partner or manager of Borrower, or any Guarantor admits in writing its inability to, pay its debts as
they become due (provided, however, Borrower or any general partner or manager of Borrower, or any Guarantor shall not be obligated
to make capital contributions or fundings to comply with the foregoing); or


 


(iv)
Borrower violates, breaches or fails to comply, in any material respect, with the covenants set forth in Section 3.6 (Non-Interference;
Cooperation) of the Modification Agreement, then the Guaranteed Obligations shall also include the unpaid balance of the Debt
(as defined in the Security Instrument).”


ARTICLE
IV.



AMENDMENTS TO OTHER LOAN DOCUMENTS


4.1.        Omnibus Amendment to All Loan Documents. As of the Amendment Date, each reference in any of the Loan Documents (i) to any
other Loan Document shall mean such Loan Document, as modified hereby or by any other Modification Document and (ii) to any defined
term which have been modified pursuant to this Modification Agreement or any other Modification Document shall be deemed to be
a reference to each such defined term as so modified. For the avoidance of doubt, each reference in any of the Loan Documents
to the maturity date shall be deemed to be a reference to the Maturity Date as modified in this Modification Agreement. For the
avoidance of doubt, a breach of any Modification Document shall constitute a default (and if uncured) an Event of Default under
the Loan Documents.


4.2.        Notices. The notice addresses set forth in the Loan Documents are hereby updated as follows:


	 	If
    to Borrower:	AmREIT
                                         Westside Plaza, LP

        8
        Greenway Plaza, Suite 1000

        Houston,
        TX 77046

        Attn:
        Tenel H. Tayar

        Facsimile
        No.: 713.850.0498

         

	 	With
    a copy to:	Bass,
                                         Berry & Sims PLC

        The
        Tower at Peabody Place

        100
        Peabody Place, Suite 900

        Memphis,
        TN 38103-3672

        Attn:
        T. Gaillard Uhlhorn

        Facsimile
        No.: 901.543.5999

         

	 	If
    to Guarantor:	 AmREIT Monthly Income & Growth Fund III, Ltd. 

8 Greenway Plaza, Suite 1000 

Houston, TX 77046
	 	




    	18





    	 



    


 


	 		

        

        Attn:
        Tenel H. Tayar

        Facsimile
        No.: 713.850.0498

	 	 	 
	 	With
    a copy to:	Bass,
                                         Berry & Sims PLC

        The
        Tower at Peabody Place

        100
        Peabody Place, Suite 900

        Memphis,
        TN 38103-3672

        Attn:
        T. Gaillard Uhlhorn

	 	 	Facsimile
                                         No.: 901.543.5999

         

	 	If
    to Lender:	c/o
                                         Wells Fargo Commercial Mortgage Servicing

        550
        South Tryon Street, 12th Floor

        Charlotte,
        NC 28202

        MAC
        D1086-120

        Attn:
        Doug Ratcliff

         

        and

         

        c/o
        LNR Partners, LLC

        1601
        Washington Avenue, Suite 700

        Miami
        Beach, Florida 33139

        Attn:
        Director of Servicing

	 	 	 
	 	With
                                         a copy to:

         

         

         

         

        If
        to Cash
Management Bank:
	Dechert
                                         LLP

        90
        State House Square, 12th Floor

        Hartford,
        Connecticut 06103

        Attn:
        Katherine A. Burroughs, Esq.

         

         

        Wells
        Fargo Bank, National Association

        c/o
        Wells Fargo Commercial Mortgage Servicing

        550 South Tyron Street, 12th Floor

        Charlotte, North Carolina, 28202 MAC D1086-120

        Attn: Tracey Orcutt

        Facsimile
        No.: (704) 715-0035

	 	 	 


ARTICLE
V.



REPRESENTATIONS AND RATIFICATION


5.1.         Representations. Borrower and Guarantor represent and warrant that this Modification Agreement and each of the other Modification
Documents, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with
its terms, subject to bankruptcy, insolvency and other limitations on creditors’ rights generally and to



    	19





    	 



    




equitable principles.
Borrower and Guarantor represent and warrant, with regard to itself only, that as of the Amendment Date, the execution and delivery
by it of the Modification Documents to which it is a party and the performance of its respective obligations thereunder (i) have
been duly authorized by all requisite action on the part of such party, as applicable, (ii) will not violate any provision of
any applicable legal requirements, decree, injunction or demand of any court or other governmental authority, any organizational
document of such party, as applicable, or any indenture or agreement or other instrument to which such party, as applicable, is
a party or by which such party, as applicable, is bound, (iii) will not be in conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien of any nature
whatsoever upon any of the property or assets of such party, as applicable, pursuant to any such indenture or agreement or instrument,
(iv) has been duly executed and delivered by such party, as applicable, (v) except for those obtained or filed on or prior to
the Amendment Date, it is not required to obtain any consent, approval or authorization from, or to file any declaration or statement
with, any governmental authority or other agency in connection with or as a condition to such party’s execution, delivery
or performance of the Modification Documents and (vi) the Modification Documents to which such party is a party, have been duly
authorized, executed and delivered by such party, as applicable. Borrower further represents and warrants to Lender that (i) there
shall be no change in the property manager of the Property as a result of the Modification and (ii) there shall be no transfer
of the direct or indirect equity interests in Borrower as a result of the Modification.


5.2.         Borrower Ratification of Loan Documents. Borrower hereby (i) unconditionally ratifies and confirms, renews and reaffirms
all of its obligations under the Loan Documents, as amended hereby, (ii) acknowledges and agrees that such obligations remain
in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the
Loan Documents, without impairment, and remains unconditionally liable to Lender in accordance with the terms, covenants and conditions
of the Loan Documents, as amended hereby, (iii) acknowledges and agrees that nothing herein contained shall be construed to impair
the security or affect the priority of or otherwise impair the lien of any mortgage or other lien which Lender ever had, now has
or may hereafter have on any property of Borrower under any of the Loan Documents, nor to impair any rights or powers which Lender
or its successors may have for nonperformance of any term of any of the Loan Documents, (iv) ratifies and confirms, renews and
reaffirms in all respects and without condition, all of the terms, covenants and conditions set forth in the Loan Documents, as
amended hereby, and (v) represents and warrants that, except as amended by this Modification Agreement, to the best of Borrower’s
knowledge, all representations and warranties made by Borrower contained in the Loan Documents are true and correct in all material
respects as if made on the date hereof (except in each case for representations and warranties which by their terms are expressly
applicable to an earlier date, in which event such representations and warranties shall be true and correct as of such earlier
date) and are not limited in any way by the representations and warranties set forth in this Modification Agreement, except as
set forth below on Schedule I.


5.3.         Guarantor Ratification of Loan Documents. Guarantor hereby (i) agrees to the modification of the Loan and the Guaranty
as set forth herein, (ii) unconditionally ratifies and



    	20





    	 



    




confirms, renews and reaffirms all of its respective obligations under
(A) the Guaranty as amended by the Modification Documents, and (B) the Environmental Indemnity Agreement, (iii) acknowledges and
agrees that such obligations remain in full force and effect, binding on and enforceable against Guarantor in accordance with
the terms, covenants and conditions of the Guaranty and the Environmental Indemnity Agreement, without impairment, and remain
unconditionally liable to Lender in accordance with the terms, covenants and conditions of the Guaranty and the Environmental
Indemnity Agreement, (iv) acknowledges and agrees that nothing herein contained shall be construed to impair the security or affect
the priority of or otherwise impair the lien of any mortgage or other lien which Lender ever had, now has or may hereafter have
on any property of Guarantor and Borrower under any of the Loan Documents, nor to impair any rights or powers which Lender or
its successors may have for nonperformance of any term of any of the Loan Documents, (v) ratifies and confirms, renews and reaffirms
in all respects and without condition, all of the terms, covenants and conditions set forth in the Guaranty and the Environmental
Indemnity Agreement, (vi) represents, warrants and agrees that, as of the date hereof, it has no defenses, set-offs, rights of
recoupment, claims or counterclaims of any nature with respect to its obligations under both the Guaranty and the Environmental
Indemnity Agreement or the enforcement thereof, and (vii) represents and warrants that, to the best of Guarantor’s knowledge,
all representations and warranties made by Guarantor contained in the Guaranty, the Environmental Indemnity Agreement, and the
Assumption Agreement are true and correct in all material respects as if made on the date hereof (except in each case for representations
and warranties which by their terms are expressly applicable to an earlier date, in which event such representations and warranties
shall be true and correct as of such earlier date).


ARTICLE
VI.



WAIVERS AND RELEASES


6.1.         Consideration. Each of Borrower and Guarantor hereby acknowledges and agrees that (i) it has received good and valuable
consideration for its agreement to the terms and provisions of this Modification Agreement, (ii) its agreement to such terms and
provisions is a material condition and inducement to Lender’s willingness to enter into this Modification Agreement, (iii)
Lender has relied upon the agreement of each of Borrower and Guarantor to such terms and provisions in entering into this Modification
Agreement and Lender would not have entered into this Modification Agreement without the agreement of Borrower and Guarantor to
the terms and provisions of this Modification Agreement and this Article VI of this Modification Agreement in particular,
(iv) it has been represented by competent counsel of its own choosing in the negotiation of this Modification Agreement and this
Article VI of this Modification Agreement in particular, and it has discussed these provisions with counsel and hereby
knowingly and willingly waives its rights as described in this Article VI of this Modification Agreement. This Modification
Agreement may be introduced as evidence in any judicial or other proceeding, without further authentication or foundation, and
shall constitute prima facie evidence of the facts and agreements set forth herein.


6.2.         Waiver of Automatic Stay. Lender shall be and is entitled to, and Borrower and



    	21





    	 



    




Guarantor hereby consent to, relief from
the stay imposed by Section 362 of the Bankruptcy Code, as amended, in any applicable proceeding. Borrower and Guarantor represent,
warrant and agree that (i) each is a sophisticated commercial party experienced in transactions similar to the transaction contemplated
herein and is represented by counsel of its own choosing, which counsel is experienced in transactions similar to the transaction
contemplated herein, as determined by Borrower and Guarantor in their respective sole discretion, (ii) each has been given good
and valuable consideration for the waiver described in this Section 6.2, (iii) none of such parties have entered into this
Modification Agreement with the intention, expectation or belief that its respective performance in accordance with the terms
this Modification Agreement will adversely affect its secured or unsecured creditors other than Lender, if any, and (iv) each
is entering into this Modification Agreement with a reasonable, good faith expectation that it will be able to otherwise perform
and satisfy its respective obligations in respect of this Modification Agreement, the Loan and the Loan Documents together with
its respective obligations to its secured and unsecured creditors other than Lender, if any, as and when such obligations become
due.


6.3.         No Bankruptcy Intent. Borrower and Guarantor represent as follows: neither Borrower nor Guarantor have any intent as of
the date hereof to (i) file any voluntary petition under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A., or in any manner
to seek any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any
local, state, federal or other insolvency law or laws providing relief for debtors, (ii) directly or indirectly cause any involuntary
petition under any Chapter of the Bankruptcy Code, Title 11, U.S.C.A. to be filed against Borrower or Guarantor, or (iii) directly
or indirectly cause the Property or any portion or any interest of Borrower in the Property to become the property of any bankrupt
estate or the subject of any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for
debtors under any local, state, federal or other insolvency law or laws providing relief for debtors.


6.4.         No Defaults, Defenses, Counterclaims or Offsets. Borrower and Guarantor agree, acknowledge, represent, warrant and covenant
that as of the date hereof, giving effect to the modifications of the Loan contemplated hereby, (except for the Existing Default)
no default or Event of Default has occurred which is continuing under any of the Loan Documents. Borrower and Guarantor for itself
and its respective heirs, executors, administrators and successors and assigns, and by its execution hereof (i) hereby acknowledges,
admits and agrees that, as of the date hereof, there are no objections, claims, defenses, counterclaims or offsets relating to
their obligations under or in respect of the Loan, the Loan Documents or to the enforcement or exercise by Lender of any of its
rights, powers or remedies under or in respect of the Loan Documents, at law or in equity, (ii) hereby irrevocably waives, relinquishes
and releases any and all such objections, claims, defenses, counterclaims or offsets that may now exist, including without limitation,
any and all such objections, claims, defenses, counterclaims or offsets whether known or unknown, foreseeable or unforeseeable,
(iii) hereby irrevocably waives any notice of presentment for payment, demand, protest and any other notice of demand, protest
and nonpayment and all other notices, and (iv) hereby irrevocably further waives and renounces, to the fullest extent permitted
by law, all rights to the benefits of any moratorium, reinstatement,



    	22





    	 



    




marshaling, forbearance, valuation, stay, extension, redemption,
appraisement, exemption and homestead now or hereafter provided by the Constitution and laws of the United States of America and
of each state thereof, both as to itself and in and to all of its property, real and personal, against the enforcement and collection
of the obligations evidenced by the A Note, the B Note or the other Loan Documents.


6.5.         Releases. Borrower and Guarantor on behalf of itself and its respective, heirs, executors, administrators and successors
and assigns (collectively, the “Borrower Releasing Parties”) hereby irrevocably remises, releases, acquits,
satisfies and forever discharges Lender and all of its past, present and future partners, officers, directors, employees, agents,
attorneys, servicers, subservicers, special servicers, contractors, representatives, participants, successors, assigns, subsidiaries,
affiliates, parents and predecessors in interest (each a “Lender Party” and collectively, the “Lender
Parties”) from any and all manner of debts, accounts, bonds, warranties, representations, covenants, promises, contracts,
controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes
of action of any nature whatsoever, whether at law or in equity, whether known or unknown, which any of Borrower Releasing Parties
now have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Modification
Agreement arising out of or relating to (i) the Loan and the Loan Documents, including without limitation, the origination, funding,
servicing or administration thereof, (ii) the Property, including without limitation, the financing and operation of same, (iii)
this Modification Agreement and the Modification Documents and any enforcement of Lender’s rights under the Loan Documents,
and (iv) any other agreement or transaction between any of Borrower Releasing Parties and any of Lender Parties concerning matters
arising out of or relating to the items set forth in subsections (i) through (iii) above.


6.6.         WAIVER OF JURY TRIAL. NONE OF BORROWER, GUARANTOR OR LENDER SHALL SEEK A JURY TRIAL IN ANY ACTION BASED UPON OR ARISING
OUT OF OR OTHERWISE RELATING TO THIS MODIFICATION AGREEMENT, THE LOAN OR ANY OF THE LOAN DOCUMENTS. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER, LENDER AND GUARANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL
AND AGREE THAT NO SUCH ACTION WITH RESPECT TO WHICH A JURY TRIAL HAS BEEN WAIVED SHALL BE SOUGHT TO BE CONSOLIDATED WITH ANY OTHER
ACTION WITH RESPECT TO WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THIS SECTION HAS BEEN FULLY DISCUSSED BY BORROWER, LENDER
AND GUARANTOR AND EACH OF THEIR RESPECTIVE COUNSEL, AND SHALL NOT BE SUBJECT TO ANY EXCEPTIONS.


6.7.         SERVICE OF PROCESS. Borrower AND GUARANTOR consent to service of process by certified
or registered mail at SAID Borrower’s OR SAID GUARANTOR’S address in accordance with the provisions of Section 14.1
of the EXISTING Security INSTRUMENT, OR IN ANY OTHER MANNER PROVIDED BY LAW. BORROWER AND GUARANTOR AGREE



    	23





    	 



    




THAT
SERVICE IN THE FOREGOING MANNER SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICE OF PROCESS UPON SAID BORROWER OR SAID GUARANTOR,
AND BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE OF PROCESS UPON, AND PERSONAL DELIVERY TO, BORROWER OR GUARANTOR. BORROWER
AND GUARANTOR AGREE THAT SAID BORROWER’S AND SAID GUARANTOR’S SUBMISSION TO JURISDICTION AND SERVICE OF PROCESS BY
MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER. 


ARTICLE
VII.



MISCELLANEOUS


7.1.          Severability. In case any provision of this Modification Agreement shall be invalid, illegal, or unenforceable, such provision
shall be deemed to have been modified to the extent necessary to make it valid, legal, and enforceable, provided that any such
modification does not prevent the practical realization of the principal benefits intended by this Modification Agreement. In
the event of such modification, the validity, legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


7.2.          No Modification Except in Writing. None of the terms of this Modification Agreement may be waived, altered, terminated
or amended except by an instrument in writing duly executed by Borrower, Guarantor and Lender.


7.3.          Further Assurances. Borrower and Guarantor shall execute and deliver such further instruments and perform such further
acts as may be reasonably requested by Lender from time to time to confirm the provisions of this Modification Agreement, to carry
out more effectively the purposes of this Modification Agreement or to confirm the priority of the liens and security interests
created by the Security Instrument.


7.4.          Governing Law. This Modification Agreement will be governed by and construed in
accordance with the laws of the state WHERE the PROPERTY is located, without reFERENCE OR GIVING EFFECT TO ANY CHOICE OF LAW DOCTRINE.


7.5.          Miscellaneous.


(a)            The captions and Section headings in this Modification Agreement are for convenience only and are not intended to define, alter,
limit or enlarge in any way the scope or meaning of this Modification Agreement or any term or provision set forth in this Modification
Agreement.


(b)           The Recitals set forth at the beginning of this Modification Agreement are incorporated in and made a part of this Modification
Agreement by this reference.



    	24





    	 



    




(c)            Each reference in this Modification Agreement to any gender shall be deemed also to include any other gender, and the use in this
Modification Agreement of the singular shall be deemed also to include the plural and vice versa, unless the context requires
otherwise.


(d)            This Modification Agreement is, and shall be deemed to be, the product of joint drafting by the parties hereto and shall not be
construed against any of them as the drafter hereof.


(e)            This Modification Agreement, together with the Loan Documents (as modified by the Modification Documents) constitute the entire
agreement among the parties relating to the subject matter hereof. To the extent this Modification Agreement conflicts with any
of the other Loan Documents, this Modification Agreement shall control.


(f)             This Modification Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors
and assigns.


(g)            This Modification Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Modification Agreement will not be binding on or constitute
evidence of a contract between the parties until such time as a counterpart of this document has been executed by each party and
a copy thereof is delivered to each party to this Modification Agreement.


7.6.          Section 26.02 Notice. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, THIS MODIFICATION AGREEMENT
AND THE OTHER DOCUMENTS EVIDENCING, SECURING OR PERTAINING TO ALL OR ANY PORTION OF THE LOAN, REPRESENT THE FINAL AGREEMENT BETWEEN
BORROWER AND LENDER AS TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.


[Signatures
appear on following pages]


 




    	25





    	 



    

IN
WITNESS WHEREOF, the parties have hereunto executed this Loan Modification Agreement as of the date first written above.


	 	 	 	 	 
	 	BORROWER:
	 	 	 	 
	 	AMREIT WESTSIDE PLAZA, LP, a Texas limited partnership
	 	 	 	 
	 	By:	AmREIT Westside Plaza GP, Inc., a Texas corporation,
    its General Partner
	 	 	 	 
	 	 	By:	/s/
    Brett Treadwell 
	 	 	 	Name:	Brett Treadwell 
	 	 	 	Title:	Vice President 
	 	 	 	 
	 	GUARANTOR:
	 	 	 	 
	 	AMREIT MONTHLY INCOME & GROWTH FUND III, LTD.,
    a Texas limited partnership
	 	 	 	 
	 	By:	AmREIT Monthly Income & Growth Fund III Corporation,
    a Texas corporation, its General Partner
	 	 	 	 
	 	 	By:	 /s/ Brett Treadwell
	 	 	 	Name:	Brett Treadwell
	 	 	 	Title:	Vice President 


 




    	 



    	 



    

	 	 	 	 
	 	LENDER:
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
    ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE
    PASS-THROUGH CERTIFICATES, SERIES 2005-LDP2, A Note Holder
	 	 	 	 
	 	By:	LNR Partners, LLC, a Florida limited liability company,
    successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney in fact
	 	 	 	 
	 	 	By:	/s/ Arnold
    Shulkin 
	 	 	 	Name: Arnold
    Shulkin 
	 	 	 	Title: Vice President


 




    	 



    	 



    

	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING
    ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE CERTIFICATE HOLDERS OF MEZZ CAP 2005-C3, COMMERCIAL MORTGAGE PASS-THROUGH
    CERTIFICATES, SERIES 2005- C3, B Note Holder
	 	 	 	 
	 	By:	U.S. Bank National Association, a national banking
    association, as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage
    Pass-Through Certificates, Series 2005-LDP2, pursuant to a power of attorney granted in that certain Intercreditor Agreement
    Among Note Holders, dated as of May 2, 2005
	 	 	 
	 	 	By:	LNR Partners, LLC, a Florida limited liability company,
    successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney in fact
	 	 	 	 	 
	 	 	 	By:	/s/ Arnold
    Shulkin  
	 	 	 	 	Name: Arnold
    Shulkin 
	 	 	 	 	Title: Vice President





    	 



    	 



    

 


	 	 	 
	 	Agreed to and Acknowledged by Cash Management Bank
    solely with respect to Section 3 and Schedules II and III of this Modification Agreement:
	 	 
	 	WELLS FARGO BANK, NATIONAL
	 	ASSOCIATION, a national banking association
	 	 
	 	By:	/s/ Tracy
    Orcutt 
	 	 	Name: Tracy
    Orcutt
	 	 	Title: Vice President

 






    	 



    	 



    


Exhibit
A


Legal
Description of the Property


All of that
certain lot, piece or parcel of land, with the buildings and improvements thereon, situated, lying and being described as follows:


 


TRACT
I:


 


All
that certain 3.7626-acre tract of land situated in the John D. Taylor Survey, Abstract No. 72, Harris County, Texas being a portion
of Unrestricted Reserve “C”, Block 1 of Dunvale at Westheimer Sam’s Club/Walmart, a subdivision or record under
Film Code No. 356093 of the Harris County Map Records, said 3.7626 acre tract of land being more particularly described by metes
and bounds as follows:


 


BEGINNING
at a found “X” cut in concrete on the northerly cutback corner at the intersection of Westheimer Road (120’
Right-of-Way) and Dunvale Road (70’ R.O.W.);


 


THENCE,
North 87 Degrees 33 Minutes 11 Seconds East, with the south right-of-way line of Westheimer Road and the north property line of
said Unrestricted Reserve “C”, a distance of 542.29 feet to a found “X” cut in concrete for the northeast
corner of the herein described tract;


 


THENCE,
South 02 Degrees 51 Minutes 07 Seconds East, departing the south right-of-way line of Westheimer Road and the north property line
of said Unrestricted Reserve “C”, a distance of 174.60 feet to a found 518 inch iron rod for an angle point;


 


THENCE,
South 17 Degrees 44 Minutes 45 Seconds West, a distance of 130.77 feet to a found 518 inch iron rod for the southeast corner of
the herein described tract;


 


THENCE,
South 87 Degrees 08 Minutes 53 Seconds West, a distance of 512.69 feet to a found 5/8 inch iron rod on the east Right-of-Way line
of Dunvale Road and the west property line of said Unrestricted Reserve “C” for the southwest corner of the herein
described tract;


 


THENCE,
North 02 Degrees 34 Minutes 51 Seconds West, with the east right-of-way line of Dunvale Road and the west property line of said
Unrestricted Reserve “C”, a distance of 285.95 feet to a found 518 inch iron rod for the southerly cutback corner;


 


THENCE,
North 42 Degrees 29 Minutes 10 Seconds East, with said corner cutback, a distance of 21.19 feet to the Point of Beginning and
containing 3.7626 acres of land.


 


TRACT
II


 


Easement
estate as to ingress and egress as created in that certain Declaration of Easements and Restrictions dated September 19, 1994
and recorded under Clerk’s File No. R075370, as



    	 



    	 



    




 


amended by First Amendment to Declaration of Access Easement and Restrictions
dated January 30, 1996 and recorded under Clerk’s File No. R778938 of the Official Public Records of Real Property of Harris
County, Texas over and across the following described property:


 


All
that certain 0.826-acre (35,988 sq. feet) tract of land situated in the John D. Taylor Survey, Abstract No. 72, Harris County,
Texas being a portion of Unrestricted Reserve “C”, Block 1 of Dunvale at Westheimer Sam’s Club/Wahuart, a subdivision
or record under Film Code No. 356093 of the Harris County Map Records, said 17626 acre tract of land being more particularly described
by metes and bounds as follows:


 


COMMENCING
at the northeast corner of said Unrestricted Reserve “C” and on the south right-of-way line of Westheimer Road (120’
Right-of-Way);


 


THENCE,
South 87 Degrees 33 Minutes 11 Seconds West, with the said right-of-way line of Westheimer Road, a distance of 496.03 feet for
the POINT OF BEGINNING of the herein described tract;


 


THENCE,
leaving the said south right-of-way line of Westheimer Road and through and across said Unrestricted Reserve “C”,
the following courses and distances:


 


South
02 Degrees 51 Minutes 07 Seconds East, a distance of 162.91 feet;


South
17 Degrees 44 Minutes 45 Seconds West, a distance of 180.82 feet;


South
87 Degrees 08 Minutes 53 Seconds West, a distance of 46025 feet;


South
02 Degrees 34 Minutes 51 Seconds East, a distance of 122.89 feet;


South
87 Degrees 25 Minutes 09 Seconds West, a distance of 82.00 feet to the east right-of-way line of Dunvale Road (called 70.00 right-of-way),
and the west line of said Unrestricted Reserve “C”;


 


THENCE,
North 02 Degrees 34 Minutes 51 Seconds West, with the said east right-of-way line of said Dunvale Road, a distance of 36.00 feet;


 


THENCE,
leaving the said east right-of-way line of Dunvale Road and through and across said Unrestricted Reserve “C”, the
following courses and distances:


 


North
87 Degrees 25 Minutes 09 Seconds East, a distance of 57.00 feet;


North
02 Degrees 34 Minutes 51 Seconds West, a distance of 122.27 feet;


North
87 Degrees 08 Minutes 53 Seconds East, a distance of 455.69 feet;


North
17 Degrees 44 Minutes 45 Seconds East, a distance of 130.77 feet;


North
02 Degrees 51 Minutes 07 Seconds West, a distance of 174.60 feet to the said south right-of-way line of Westheimer Road;


 


THENCE,
North 87 Degrees 33 Minutes 11 Seconds East, with said right-of-way line of Westheimer Road, a distance of 47.00 feet to the POINT
OF BEGINNING and containing 0.826 acres (35,988 square feet) of land.






    	 



    	 



    

 







EXHIBIT
B


NOTE
AMOUNTS


As
of the Effective Date, the following amounts are owing under the A Note and the B Note:


	 	 	 	 	 	 
	 	The A Note outstanding principal balance:	 	$	8,979,183.69	 
	 	 	 	 	 	 
	 	The B Note outstanding principal balance:	 	$	632,773.82	 


Deferred
Amount shall collectively mean:


	 	 	 	 	 	 
	 	The A Note:	 	 	 	 
	 	 	 	 	 	 
	 	Late fees:	 	$	73,643.50	 
	 	 	 	 	 	 
	 	Default interest (05/08/12
    to 06/01/14):	 	$	953,084.30	 
	 	 	 	 	 	 
	 	The A Note Deferred Amount:	 	$	1,026,727.80	 
	 	 	 	 	 	 
	 	The B Note:	 	 	 	 
	 	 	 	 	 	 
	 	Accrued and unpaid note rate interest (05/01/12 to 06/01/14):	 	$	177,268.95	 
	 	 	 	 	 	 
	 	Unpaid principal payments (05/01/12 to 06/01/14):	 	$	4,056.83	 
	 	 	 	 	 	 
	 	Late fees:	 	$	8,693.50	 
	 	 	 	 	 	 
	 	Master servicer fee:	 	$	300.00	 
	 	 	 	 	 	 
	 	Default interest (05/08/12
    to 06/01/14):	 	$	66,265.48	 
	 	 	 	 	 	 
	 	The B Note Deferred Amount:	 	$	256,584.76	 




	 	 	 	 	 	 
	 	Total Deferred Amount:	 	$	1,283,312.56	 






    	 



    	 



    


EXHIBIT
C


Form
of Tenant Direction Notice


(Borrower’s
Address)


	 	 	 
	 	 	 
	 	 	 


[Name
and Address of Tenant] 

[Property Address]; Unit No. [TO BE INSERTED] 


Dear
Tenant:


You
are hereby directed to make all future payments of rent and other sums due to the landlord under your Lease of the referenced
property payable as follows:


	 	 	 	 
	 	Payable To:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 


Please
take particular care in making the check, cashiers check or money order payable only to the above-mentioned name because only
instruments made payable to the referenced name will be credited against sums due by you to landlord. Until otherwise advised
in writing by landlord and the above mentioned payee (or its successor or assign), you should continue to make your payments for
rent and other sums as directed by the terms of this letter. Thank you in advance for your cooperation with this change in payment
procedures.


	 	 	 	 	 
	 	LANDLORD:
	 	 	 	 	 
	 	AMREIT WESTSIDE PLAZA, LP, a Texas
	 	limited partnership
	 	 	 	 	 
	 	By:	AmREIT Westside Plaza GP, Inc., a
	 	 	Texas corporation, its General Partner
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 




    	 



    	 



    



SCHEDULE
I


 


Representation
Exceptions


 




None.






    	 



    	 



    


SCHEDULE
II


 


ADDITIONAL
CASH MANAGEMENT PROVISIONS


 


1.           Fees. Borrower hereby agrees to pay the fees and expenses of the Cash Management Bank and any successor thereto,
for performing the services outlined in the fee schedule attached hereto as Schedule III (collectively, the “Cash
Management Bank Fee”). The Cash Management Bank shall debit the Cash Management Account on a monthly basis or shall
include its fees in an account analysis statement, in accordance with the particular arrangements between the Cash Management
Bank and Borrower.


2.           Termination. The Cash Management Bank may resign from its obligations under this Modification Agreement at any
time after forty-five (45) days’ prior written notice to the other parties hereto; provided, however, that
the Cash Management Bank may resign its obligations under this Modification Agreement and be released of its obligations hereunder
immediately upon written notice to Borrower and Lender in the event of suspected fraud or other illegal activity in connection
with the Cash Management Account or this Modification Agreement. Lender shall designate a substitute Cash Management Bank, in
its sole discretion, promptly after receipt of notice of resignation by the Cash Management Bank and shall take all reasonable
actions necessary to cause such designated successors promptly to assume the obligations of the Cash Management Bank hereunder.
Lender may terminate Cash Management Bank’s obligations under this Modification Agreement at any time after 30 days’
prior written notice to the other parties hereto. Borrower has no right to terminate Cash Management Bank’s obligations
under this Modification Agreement or close the Cash Management Account established hereunder. Upon any termination of Cash Management
Bank’s obligations under this Modification Agreement, the Cash Management Bank’s rights to receive payment and reimbursement
of the fees and expenses from Borrower under paragraph 1 of Schedule II of this Modification Agreement shall survive any
such termination. Upon termination of Cash Management Bank’s obligations under this Modification Agreement, all funds remaining
in the Cash Management Account received by the Cash Management Bank shall be forwarded by the Cash Management Bank directly to
Lender, unless the Cash Management Bank shall have received written instruction from Lender prior to the expiration of the forty
five (45) day period set forth above (in the event the Cash Management Bank elects to resign its obligations under this Modification
Agreement) or the thirty (30) day period set forth above (in the event Lender elects to terminate Cash Management Bank’s
obligations under this Modification Agreement), directing the Cash Management Bank to send such funds to a designee of Lender.


3.
           Set-off. The Cash Management Bank and Borrower acknowledge and agree that the Cash Management Account and any accounts
maintained hereunder are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees and
Borrower shall have no right to close, and no right of withdrawal with respect to, any such account except with the prior written
consent of Lender. The Cash Management Bank waives any right to offset any claim against Borrower which it might have against
any account maintained hereunder, provided, however, that the Cash Management Bank retains the right to set off and charge



    	 



    	 



    




 


against
any deposit for (i) the face amount of each Returned Item (hereinafter defined), (ii) account maintenance fees as specified in
Schedule III attached hereto and (iii) adjustments or corrections of posting or encoding errors. As used in this Modification
Agreement, “Returned Item” shall mean (i) any Rents deposited into the Cash Management
Account either before or after the Amendment Date and returned unpaid or otherwise uncollected, whether for insufficient funds
or for any other reason, and without regard to the timeliness of such return or the occurrence or timeliness of any drawee’s
notice of nonpayment; (ii) any Rents subject to a claim against the Cash Management Bank for breach of transfer or presentment
warranty under the Uniform Commercial Code (as adopted in the State where the Cash Management Account is located) and (iii) any
credit to the Cash Management Account made in error. If there are insufficient collected funds in the Cash Management Account
to cover the amount of any returned check or other adjustment or correction to be debited thereto, Borrower shall repay the Cash
Management Bank the amount of such debit immediately upon demand. If Borrower fails to so repay the Cash Management Bank, then
Lender shall repay the Cash Management Bank for such debit immediately upon demand to the extent that Lender received the proceeds
of the check or other deposit or credit to which the debit relates.


 


4.
           Indemnification. The Cash Management Bank shall not be liable for any claims, suits, actions, costs, damages, liabilities
or expenses or for any interruption of services, or incidental, consequential, special or punitive damages (“Liabilities”)
in connection with the subject matter of this Modification Agreement other than Liabilities caused by the gross negligence or
willful misconduct of the Cash Management Bank, in connection with the performance of its duties under this Modification Agreement,
and Borrower hereby agrees to indemnify and hold harmless the Cash Management Bank and its affiliates and the directors, officers,
employees and agents of any of them, and the respective successors and assigns of the Cash Management Bank from and against any
and all Liabilities arising from or in connection with any acts or omissions taken by the Cash Management Bank or any affiliate
or any director, officer, employee or agent of any of them in connection with this Modification Agreement, other than those Liabilities
caused by the gross negligence or willful misconduct of the Cash Management Bank or such indemnified party or the Cash Management
Bank’s material breach of this Modification Agreement. The provisions of this paragraph 4 of Schedule II shall survive
any termination of Cash Management Bank’s obligations under this Modification Agreement.


 


5.           Certain
Matters Affecting the Cash Management Bank. The Cash Management Bank may rely and shall be protected in acting or refraining
from acting upon any notice (including but not limited to electronically confirmed facsimiles of such notice) believed by it to
be genuine and to have been signed or presented by the proper party or parties. The duties and obligations of the Cash Management
Bank shall be determined solely by the express provisions of this Modification Agreement. The Cash Management Bank shall not be
liable except for the performance of such party’s duties and obligations as are specifically set forth in this Modification
Agreement, and except as set forth in paragraph 4 of this Schedule II, no implied covenants or obligations shall be read
into this Modification Agreement against the Cash Management Bank. Substantial compliance by the Cash Management Bank with its
standard procedures for the services the Cash Management Bank is providing hereunder shall be deemed



    	 



    	 



    




 


to be the exercise by it
of ordinary care. Notwithstanding anything to the contrary contained herein, (i) in the administration of the account hereunder,
the Cash Management Bank may execute any of its powers and perform its duties hereunder directly or through agents or attorneys
and may, consult with counsel, accountants and other skilled persons to be selected and retained by it, (ii) in no event shall
the Cash Management Bank be liable either directly or indirectly for losses or delays resulting from force majeure, computer
malfunctions, interruption of communication facilities, labor difficulties or other causes beyond the Cash Management Bank’s
reasonable control or for indirect, special or consequential damages, (iii) in no event shall the Cash Management Bank be liable
for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even
if the Cash Management Bank has been advised of the likelihood of such loss or damage and regardless of the form of action, (iv) the
Cash Management Bank shall not be under any obligation or duty to perform any act which would involve it in expense or liability
or to institute or defend any suit in respect hereof, or to advance any of its own monies, (v) the Cash Management Bank shall
not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given
by the parties hereto, and (vi) in the event that the Cash Management Bank shall be uncertain as to its duties or rights hereunder
or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions
of this Modification Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep
safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a
final order or judgment of a court of competent jurisdiction.


 


6.           Interpleader. If at any time (i) Borrower becomes subject to a voluntary or involuntary bankruptcy, reorganization,
receivership or similar proceeding, or (ii) the Cash Management Bank is served with legal process, which the Cash Management Bank,
in good faith, believes prohibits the disbursement of any funds deposited in the Cash Management Account or (iii) the Cash Management
Bank, in good faith, is in doubt as to the action it should take under this Modification Agreement, the Cash Management Bank shall
have the right to either (x) place a hold on funds in the Cash Management Account until such time as the Cash Management Bank
receives an appropriate court order or other assurance satisfactory to it as to the disposition of the funds in the Cash Management
Account or (y) commence at Borrower’s expense an interpleader action in any competent federal or state court and to take
no further action except in accordance with joint instructions from Lender and Borrower or in accordance with the final order
of the court in such action.


 


7.           Wire Transfers. Borrower and Lender agree that wire or other electronic funds transfers from the Cash Management
Account shall be subject to the terms of the Cash Management Bank’s standard agreements for such services. Additionally,
upon written instruction by Lender, Cash Management Bank will transfer any funds in the Cash Management Account by wire transfer
(or other means in Cash Management Bank’s sole discretion) of immediately available funds to such account designated by
Lender.



    	 



    	 



    


 


SCHEDULE
III


 


CASH
MANAGEMENT BANK FEE


 


Lender:
U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF J.P. MORGAN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP2 and U.S. BANK NATIONAL ASSOCIATION,
A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE CERTIFICATE HOLDERS OF MEZZ CAP 2005-C3, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2005-C3


Borrower:
AMREIT WESTSIDE PLAZA, LP, a Texas limited partnership


Loan
Amount: $10,880,000.00 (original principal amount)


 


Acceptance
Fee...................................................$0.00


This
one-time fee is payable on N/A and includes the review of the Omnibus Amendment to Loan Documents and supporting documentation


Monthly
Servicing Administration Fee .......................$450.00/month*


*
The Monthly Servicing Administration Fee is subject to change in Cash Management Bank’s reasonable discretion (i) upon the
occurrence of a trigger or cash sweep event, or (ii) pursuant to Cash Management Bank’s then current fee structure for the
servicing and administration of accounts of this type, provided that the minimum monthly servicing and administration fee shall
not be less than $450/month.


Out-of-Pocket
Expenses


Fees quoted
do not include any out-of-pocket expenses including, but not limited to, expenses of foreign depositaries, stationery, overnight
courier, and messenger costs. These expenses will be billed, at our cost, when incurred. In the event the transaction terminates
before closing, all out-of-pocket expenses incurred will be billed to the account.