FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this

"Amendment") is made and entered into as of the 5th day of December, 2014, by and between

U.S.

BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCCESSOR-IN-INTEREST TO BANK OF AMERICA, NATIONAL ASSOCIATION, AS SUCCESSOR-BY-MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BEAR XXXXXXX COMMERCIAL

MORTGAGE  SECURITIES INC., COMMERCIAL  MORTGAGE  PASS-THROUGH  CERTIFICATES,  SERIES 2007-PWR l 7 ("Seller"), and XXXXXXX xx LIMITED PARTNERSHIP, ITS SUCCESSORS OR ASSIGNS

("Purchaser").

R E C I T A L S :

A.

Seller and Purchaser have entered into that certain Agreement of Purchase and Sale, dated as of November 14, 2014, with respect to property located at 15840 Farm to Xxxxxx Xxxx 000 and 0000 Xxxxxxx 0 Xxxxx, Xxxxxxx, Xxxxx (the "Agreement").

B.

Seller and Purchaser desire to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Definitions

Capitalized terms used in this Amendment are defined in the Agreement, as amended hereby, unless otherwise stated.

ARTICLE II

Amendment

Effective as of the date hereof:

A. Section 5 of the Agreement is hereby amended to add a new subsection (P) as follows:

(P)

Upon Closing, Purchaser shall receive a credit on the Settlement Statement in the amount of $84,000.00 for "physical deficiencies."

B. Section 6(A) is amended so that the Review Period ended at  midnight  on December 4, 2014, and Purchaser hereby acknowledges that it is satisfied with the Property in all

respects and the Xxxxxxx Money shall become nonMrefundable to Purchaser except as expressly provided in Sections 17.B and 18.B of the Agreement.

ARTICLE III

Conditions Precedent

The effectiveness of this Amendment is subject to the condition precedent that Purchaser shall have duly and validly executed and delivered a counterpart of this Amendment to Seller.

ARTICLE IV

No Waiver

Except as specifically provided in this Amendment, nothing contained  in  this Amendment shall be construed as an amendment or waiver by Seller or Purchaser of any covenant or provision of the Agreement.

ARTICLE V

Counterparts

This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been executed in multiple originals and is effective as of the date first above written.

PURCHASER:

Xxxxxxx XX Limited  Partnership,  a Texas limited partnership

By:

Xxxxx X. Xxxx

SELLER:

U.S. Bank National Association, as Trustee, as successor-in-ir1terest to Bank of America, National Association, as successor-by-merger to LaSalle Bank National Association, as Trustee for the Registered Holders of  Bear Xxxxxxx Commercia l Mortgage Securities Inc., Commercial Mortgage Pass-Through Ce1iificates, Series 2007-PWR I 7

By: C-III Asset Management LLC (f/k/a Centerline Servicing Inc.), a Delaware limited l iability company, in its capacity as general special servicer pursuant to that certain Pooling and Servicing Agreement dated September 1, 2007

//''''

By:

Xxx Xxxxxxxx Servicing Officer