circumstances under which they were made, not misleading.

a letter from counsel of the Seller substantially to the effect that # nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular or the 225 Bush Street Final Loan-Specific Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular or the 225 Bush Street Preliminary Loan-Specific Offering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and

None of the Prospectus, dated November 17, 2016 (the “Prospectus”) relating to the offering of the Public Certificates, the Offering Circular, dated November 17, 2016 (the “Offering Circular”), relating to the offering of the Private Certificates, the AMA Plaza Loan-Specific Offering Circular, dated November 17, 2016 (the “AMA Plaza Loan-Specific Offering Circular”), relating to the offering of the AMA Plaza Loan-Specific Certificates, or the 225 Bush Street Loan-Specific Offering Circular, dated November 17, 2016 (the “225 Bush Street Loan-Specific Offering Circular”), relating to the offering of the 225 Bush Street Loan-Specific Certificates, in the case of the Prospectus, as of the date of the Prospectus or as of the date hereof, the Offering Circular, as of the date thereof or as of the date hereof, the AMA Plaza Loan-Specific Offering Circular, as of the date thereof or as of the date hereof, or the 225 Bush Street Loan-Specific Offering Circular, as of the date thereof or as of the date hereof, included or includes any untrue statement of a material fact relating to the Seller, the Mortgage Loans, any related Whole Loan (including, without limitation, the identity of the servicers for, and the terms of the Other Pooling and Servicing Agreement governing the servicing of, any related Non-Serviced Whole Loan), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, or omitted or omits to state therein a material fact relating to the Seller, the Mortgage Loans, any related Whole Loan (including, without limitation, the identity of the servicers for, and the terms of the Other

Offering Circular, the Final Offering Circular, the Preliminary Loan-Specific Offering Circular or the Final Loan-Specific Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or the Preliminary Loan-Specific Offering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the [[Organization A:Organization]] or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the [[Organization A:Organization]] or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and # the [[Organization A:Organization]] Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB.

SECTION # Expenses. The Seller will pay its pro rata share (the Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust) of all costs and expenses of the ​ in connection with the transactions contemplated herein, including, but not limited to: # the costs and expenses of the ​ in connection with the purchase of the Mortgage Loans; # the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; # the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; # the fees and disbursements of a firm of certified public accountants selected by the ​ and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any “comfort letters” with respect to such items; # the costs and expenses in connection with the qualification or exemption of the Certificates under state ​ or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; # the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; # the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular, the Final Offering Circular, the AMA Plaza Preliminary Loan-Specific Offering Circular, the 225 Bush Street Preliminary Loan-Specific Offering Circular, the AMA Plaza Final Loan-Specific Offering Circular, the 225 Bush Street Final Loan-Specific Offering Circular and this Agreement as the Underwriters may reasonably request; # the fees of the rating agency or agencies requested to rate the Certificates; # the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the ​; and # the reasonable fees and expenses of Sidley Austin LLP, as counsel to the Underwriters, the Initial Purchasers, the AMA Plaza Loan-Specific Initial ​ and the 225 Bush Street Loan-Specific Initial ​.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a) hereof, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its [[Organization A:Organization]] counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) hereof until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. The Company is offering to the undersigned the Units at a price of $_0.90​ per Unit multiplied by the number of Units set forth next to the undersigned’s name below (the “Purchase Price”).

Offering. Subject to the truth and accuracy of the Investor’s representations set forth in Section 6 of this Agreement, the offer and sale of the Securities, as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the qualification or registration requirements of state securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

This Award includes participant obligations and responsibilities, including certain post-employment obligations as set forth in this Agreement, the Plan and/or Offering Circular. Please review all documents carefully prior to accepting this Award.

Restricted Stock Units are issued under authority and governed by the terms of the shareholder approved Emerson Electric Co. - 2015 Incentive Shares Plan (as amended, the “Plan”) (the Plan and Offering Circular are attached).